Miles Morales: Young Avenger
by Exile037
Summary: Revision. After Galactus destroys the Ultimate universe, Miles Morales is sent into the Marvel universe aka Earth 616. There he meets the Young Avengers and joins the team afterward. Can he handle being in a universe no his own? Can he overcome any obstacles that come his way? And will he be able to endure what challenges await him?
1. Another universe and new friends

Miles Morales: Young Avenger

Issue 1: Another Universe and New Friends

Earth 1610. New York City 6:12 p.m.

Unknown POV

My name is Andrew Maguire. I'm a superhero named Alpha, and this is the day I die. I was just a nobody, my parents and I were distant with each other, and I didn't have any friends. Then one day on a field trip to Horizon labs, I threw myself in to save a girl named Chrissy Chen from an accident. I thought I was going to kill, but I didn't really get killed. I got super powers from Peter Parker's alpha particles and I became Alpha. Reed Richards told me that I was the first alpha level threat since he mentioned that Hulk, one of the X-men Jean Grey, and this guy the Sentry omega level threats. But I was too fucking arrogant that I didn't even care, I was just thrilling over the fact I had super powers. Since then, my family was kidnapped by a D-list supervillain name the Jackal, I cheated on Chrissy like an idiot, and I almost some people on a plane killed especially Mayor Jameson's dad and Peter Parker's aunt May while fighting Terminus. After that, Spider-Man and the Avengers stripped me of my powers and I was a normal kid. Then, my parents were separated and I lived with my mom and grandmother in Pittsburgh.

Then all of a sudden, I get my powers back by Peter Parker who I later found out later was Spider-Man. But, I had some weird feeling that it actually wasn't him. It felt like he was someone else, like he wasn't right ever since that thing happened... happen with Doc Ock! Wait, wait, wait! Does that mean that fat guy on stilts is in Spider-Man's body?! Why the hell didn't I see this coming?! Why didn't anyone see this coming!? I just hope for the love of god someone realizes that Doc Ock's inside Spidey's body. Hopefully, whoever finds out deal with it as quick as possible. Judging by the fact that I asked him for his help to stop Zeta, a mugger I accidently almost killed that got infused with alpha particles. Since then, I enjoyed my days as Alpha. Until I got a visit from someone called Uatu the Watcher, who told me that I would die saving another universe. Then, that's when Uatu showed me everything about this universe I was heading to. And I mean, everything.

This universe's Peter Parker became Spider-Man when he was fifteen, than again I think my Peter Parker did too. This reality's X-Men were vigilante foot soldiers, their Fantastic Four were dimension explorers, and apparently their versions of Cap, Thor, Iron man and the rest of Avengers I know in my universe worked for the government and were called the Ultimates. Not a good name for a superhero team. Wait, are they superheroes or just government operatives? But then, I saw a giant tidal wave wipe out everyone in Manhatten. Worse, I find out that it was Magneto who caused it. My Magneto may have been a total badass and better than Cyclops maybe, but even he wouldn't do this kind of shit! After the little stunt that universe's Magneto pulled, the government was adopting to anti-mutant policies to shoot anyone who was a mutant. And I saw something that made me frozen like a ghost on what was in front of me, a dead Peter Parker on the ground at the hands of this universe's Green Goblin. His girlfriend holding his lifeless body in her arms, with a blonde chick comforting his aunt which turned out to be Gwen Stacy. But then, something else caught my eye.

I saw a other Spider-Man, a little younger just like this world's Peter Parker. He looked to be at least thirteen years old. He was African-American with latino descent, the other probably being Peurto Rican. He was wearing a halloween spider-man costume, which by far wasn't a good choice to where since he died. And it turned out he had spider powers, but not much like Peter's. His name was Miles Morales, but I feel like I've heard of that name before. Aside from powers just like Pete's, he could turn invisible and do some sort of venom sting which looked awesome. I watched on how he got powers, him being the new Spider-Man in this universe. But what I saw, made me just feel sorry for him and this world's Peter included. The first thing I saw pissed me, his uncle was blackmailing him to be his personal enforcer. What a total dick! And they ended up fighting each other, until Miles' uncle killed himself using a broken gauntlet. Then the last thing I saw had me on my knees, making me eyes go wide and be completely frozen. It was Miles fighting a version of Venom that was as tall as hell, maybe twelve feet tall. I mean, the current Venom in my universe was something like a soldier type of dude. This one in this alternate reality, was a goddamn monstrousity.

Just as soon as this universe's Venom was about to kill Miles, his mom step in shooting at it. I had to admit, that was awesome! His mom's hardcore, and I mean real hardcore! And then, my awestruck changed as soon as Venom consumed Miles when Miles' mom begged Venom to give back her son. My eyes went up with shock when she knew her son was Spider-Man. I mean, did she always know Miles was Spider-Man? From the inside, Miles used his venom blast to take down as a police squad came in guns blazin'. They shot the guy that was in the Venom suit, but during the shooting they accidently shot Miles' mom. And as soon as that happen, Miles' mom died in his arms and Miles gave up being Spider-Man. One year later, after the death of his mother, Miles hasn't been Spider-Man ever since. Since then, his best friend obsessed with Lego for some reason, Gwen Stacy, and even that world's Spider-Woman have been trying to convince Miles to return as Spider-Man. But he wouldn't budge and I could hardly blame him.

I remembered when Boss Cohen burned my grandmother's house, with my mom and gran gran inside. Peter Parker once told me a saying 'With great power, there must also come great responsibly'. Then now he said it more like 'With great power, there is great responsibly and opportunity', and I find that to be total bullshit once I found out it was Otto Octavius. How come no one else hasn't find out Doc Ock's in Spider-Man's body. I remembered helding my mom in my own arms when she was close to dying, I used whatever kind of power I had to save her. It turns out I did, and I manage to revive her and stopped Zeta the monster I accidently created. If I couldn't save my mom, grandma, even my dad or anybody else I cared about, what makes everyone think I could save them by being a superhero? And that's what Miles is going through. I mean, come on! Sure Spider-Man's saying 'with great power comes great responsibility.' but this always comes for a price. What the hell is it always a price?! I think my ex Chrissy Chen would've been a better superhero than me. I can hardly do any of this crap! But with Spider-Woman managing to convince Miles to be Spider-Man, they along with a version of Cloak and Dagger, and a super hot brunette chick with exploding powers named Bombshell. They were taking down this corporate organization called Roxxon that made Bombshell, Cloak and Dagger, maybe even Miles into who they are. Long story short, Miles and the others manage to take Roxxon which was totally badass.

But Uatu skipped ahead and showed me how this universe is going to end, and how I'm going to die. I saw a giant man wearing blue and purple. He had on a weird looking hat, and I mean this guy was massive. Uatu told me that this guy, Galactus is orginally from our universe. Born and raised in the Pre-Big Bang universe when he survived an encounter in the Big Crunch, ending in our universe. Well, the Big Bang anyway. And since we screwed up in destroying the space-time continuum, he ended up in the universe that I'll die in. Just thinking about, if Galactus got out of that universe, he'll get into every other dimension including ours. I know my life would be at stake if I went into this other universe and I would die, if I don't my world gets destroyed along with all the others. So I told Uatu I was ready and I flew in through a portal into the other universe, sacrifacing my life in order to stop Galactus from going into other dimensions and consuming them.

When I arrived in earth-1610 the universe I will die in, this place was worse than I could imagine. Whole buildings were destroyed and in ruins, the streets visible with no people in the chaos. Then all of a sudden, I saw someone in a black suit with red webbing swinging away in a rope of web. That's when I realized it was Miles swinging through the destroyed until Galactus appeared in front of him. He grabbed Miles with his giant hand about to crush him, only for me to shot Galactus with a blast of energy as he let Miles go. Galactus darted toward me with a glance as beams of energy with his fingertips as I dodged the blasts, grabbing Miles as we fled away. I landed us at a small building hiding away from Galactus' grasp, with Miles staring at me.

"Looks like we lost him for now." I said, turning my attention to Miles who was staring at a photo of his him and his mom. "You alright?"

"Uh, yeah. Who are you?" he asked, looking very suspcious at me right about now. He could barely blame me for it since I arrived out of nowhere

"My name is Andrew Maguire and I'm a hero called Alpha in my universe." I stated almost out of breath. "I'm from the same universe Peter Parker is."

"Wait, Peter Parker? Older? More adult version of our Peter Parker?" he replied as his voice filled with shock while I nod my head. "Wow, okay! I wasn't expecting that. But why are you here?" Miles said when I went straight ot the point, seeing if Galactus spotted us then back at Miles

"I've been sent here because you're universe is about to end, Miles." I said, knowing his eyes were wide open without that mask of his to see his expression. "Yes, I know your name and pretty much everything about you and this universe. When Galactus finishes consuming your universe, he'll move across other dimensions and consume them as well." I look at the destruction caused ever since Galactus enter this earth. "I came here to stop him, but there's a possibility that this world could end too once I stop him."

"What do you mean my world might end?" Miles said a little pissed off right now. "This is my home. Where my friends, everyone I knew and even my girlfriend live! You can't let this happen! You need to do something!"

"I can't, Miles! There may be nothing I can do to save your world." I explained. "I wish there was another way. I really do, but there isn't I can do. Miles..." I trailed off when a swarm of this universe's Gah Lak Tos attacked. Luckily I manage to get both of us out of there, flying close to a nearly destroyed office building roof. "I'm opening up a portal that will take you to my universe, but you might be in limbo. Your body will fall into a comatose state. What seem like three hours will feel like three years. You'll be older by than too. You ready for this, man?"

"What about you?" Miles asked. "Aren't you coming?"

"I won't be going with you." I said, giving an envelope that was suppose to be for my family to Miles while I put the photo of Miles and his mom in the envelope. "Give this letter to my mom in Pittsburgh. It'll tell her everything she needs to know. And also, there's something else I need to tell you. Something bad." I looked at Miles with a serious face. "It's about Peter Parker. His body is being controlled by-" I was cut off when a giant foot stomp was behind us as we both knew it was Galactus

"Such insignificant lifeforms. Attempting to escape from destruction, unable to flee away for what lies ahead in front of you." he said, emotionessly.

"Alright, time for you to go Morales!" I yelled out, pushing Miles into the interdimensional portal before glaring at Galactus. "This is it. This is the end for me. This is where I die. All of a sudden, I feel much more relieved." I started flying straight at the devour of worlds with my whole body charging with pure energy, directly at Galactus. "I am Alpha, now I am the Omega. I've started off from my beginning," I grunted, able to use all of my energy to finish Galactus off as my eyes started crackled energy causing the alpha particles inside me to expand. "And this will be my end today!" I finished out, yelling as I used all my power to stop Galactus. I was now dead as my own body was lifeless, hoping for at least Miles to make it out of the destruction and into my universe while all my powers suddenly went away.

No POV

Meanwhile in Limbo...

Being stranded in Limbo which would feel like three hours, turned out to actually be three years for Miles Morales. His low-cut hair was short and thick, he grew two inches into his suit as a woman with dark hair kept tied in a bun wearing a black dress. Her brown eyes gazed at the young Spider man as she crouched down, strolling her hand to young spider's forehead like a mother would do. She lifted his sleeve off his suit, injecting a small and sharp object that poured a substance inside his arm as he winced in sudden pain while she caressed his forehead.

"Easy, easy." she said, removing the short object off his arm. "You have to rest, young spider. You must remain calm. The pain will ease away once you wake up. Just know the Queen's mutation will help you now." the woman then heard footsteps as she saw an old gray haired woman wearing a red robe with a white spider symbol appeared. A red blindfold covered her eyes as she approached black dressed woman, now glancing down at Miles Morales. "Is it time, Madame Web?"

"It is, Sabrina." Madame Web said to Sabrina, the clone of the Spider Queen herself Adriana 'Ana' Soris

"Very well, then." Sabrina replied. "But will he be ready for what awaits him?" she asked as Miles faded away, now being transported to earth 616 through a gateway

"He will." Web answered. "He has to."

Earth 616. Unknown spaceship carrier, 11:07 a.m.

No POV

A blinking bright light in front of Miles as he slowly opened his eyes, covering them over the light that shined in front of his face. He looked around his surrounding and found out he was in a metallic room with equipment of alien origin. Miles got up from the table he laid on, seeing a reflection of himself but more older. He realized he was seventeen or close to eighteen years old, observing the changes in him. His hair was now short and thick, his spider suit was replaced with a short sleeve black bodysuit. The only thing that wasn't gone was the letter Alpha give him, the letter Andrew asked him to give to his mother along with a picture of Miles and his mother. And his web-shooters were damaged beyond repair. Miles shoved the letter in the pocket of the outfit he was currently wearing and was about to leave until the door opened up, revealing a couple of green skinned aliens with a furrowed chins and long ears. They noticed Miles awake as they brought out energy based rifle weaponary, aiming them directly at Miles.

"I come in peace." Miles deadpanned, now suddenly dodging blasts from the aliens before turning invisible. 'Well, so much for that. I meet aliens for the first time and they shoot at me. Then this means I'm Alpha's universe, but mostly Peter's. The question is where though.' Miles thought, moving away from the aliens while they were stumbling trying to find him. 'Okay, they're distracted. Now all I have to do-' his thinking is cut off when he accidently touched a cylinder object as the aliens turned around, ready to shoot Miles. 'Think fast, Miles!' he thought, trying to come up with an idea. "Thwip thwip."

THWIP

Pressing his middle and ring finger down on the palm as web shot out, covering their faces with webbing causing Miles' eyes to go wide. "How did I- it doesn't really matter right now. I need to get the hell out of here." Miles declared, quickly finding a way of wherever he was on. "Wherever here is."

Miles suddenly heard blasters firing as he made his way to an alien docking bay, finding the green skinned aliens fight a group of people. From Earth, more specific and around his age even. The first one was a caucasian female with over the shoulder neck length dark hair and blue eyes. She wore a purple outfit that exposed her right arm but covered the one on her left, striking the aliens down with some kind of bow leaving the design look more like advanced alien tech. The second was a green skinned male with blonde hair that resembled a little bit like the Hulk all muscular looking, only greener instead of grey wearing a black bodysuit with purple insets on his chest. The third was a dark haired male who wore a cape, along with a grey and black outfit that had red hightlights on the shoulders. The fourth one was a hispanic female wearing a grey jacket with red innings, a blue shirt with a white star, red heel boots and black leather pants. The fifth was a white haired man with blue eyes, wearing a black and white bodysuit with green insets as he fired off blasters of his own at the aliens on the ship. The sixth was a male with white hair wearing a green and white bodysuit that wore orange tinted goggles, running with superhuman speed sending a barriage of punches at the long eared and furrowed chin aliens which reminded Miles of Quicksilver for some reason. And the last one was a African-American male wearing a black and yellow outfit with yellow goggles, and a belt with an x on it. They were the Young Avengers of Earth.

Miles' spider sense rang at the back of his head when he saw one of the aliens aimed its weapon at the girl with the alien bow, having Miles sprung into action as uncloaked and kicked the alien in the head. He webbed one of them and swung the alien at a couple of them firing, with Miles hitting one of them sqaure in the jab and using his venom strike at the last alien soldier. A few more skrulls ran toward as he elbowed one of them in the head while he held the skrull's head down, kicking the other directly in the face. To finish the battle, Miles web tossed the remaining skrull soldiers to a wall on impact. Once the fighting was over, as the group stared at Miles in sudden awe once he finally noticed. Beside most of them, only the girl with the bow stared at him wide eyed as she slowly walked up to him. Miles had a confused look on his face while he stared at the bow girl.

"Miles..." she slowly said as Miles' eyes slowly went wide. "Is that you?"

"Yes, I'm Miles. And how do you know my name? Who are y-" Miles blinked once he realized who she was. "Katie? Is that you?" What happened next surpised everyone, especially Miles himself. he was shocked when the girl with the alien bow who turned out to be Kate Bishop hugged him into an embrace, crying for some reason he didn't know of.

"Kate, you know this guy?" asked the young white haired man that looked a lot like Quicksilver

"I do." she looked at Miles. "His name is Miles Morales." Kate answered while her, Miles, and the rest of the group heard noises coming from down the hallway of the alien ship. "We were-"

"Guys, we have to get out of here." Noh-Varr declared, cutting Kate off as he fired his blasters at incoming Skrulls. "Skrulls are going to be here any minute now."

"You're right," Kate replied, now glancing at Miles. "Come with us." she told him as Miles followed Kate and the Young Avengers to Noh-Varr's ship, leaving the docking bay now on a course to Earth

After escaping out of the Skrull space carrier, the Young Avengers head to Earth after receiving information that Thanos was attacking the planet. During the ride to Earth, Miles explained that happened to him. He told them that he was from another reality he became Spider-Man, about his life, about Galactus, and about Alpha sacrifacing himself to stop the devourer of the worlds from entering other dimension and consuming them as well. They were surprised that Alpha of all people would die just to stop Galactus, helding the envelope to show them he was serious. Then Kate explained how she knew about Miles, asking if anyone would leave them to talk alone in private. She told Miles that his parents died in a car accident, that he lived with his uncle Aaron at the time. She then told him he died by a headshot when a mugger was assaulting her in Central Park. Then after his death, his uncle killed the mugger that murdered Miles and assaulted Kate. She said that no one never saw your uncle until he was rumored to be dead in a showdown with a crime boss. All of this seemed to be too much for Miles, knowing this alternate version of him and his family back home were dead.

"What about Ganke? Is there even a Ganke in this universe?" he asked

"Not anymore." she answered with a hinted sadness in her voice. "After you died, him and his mom moved to Stamford. He was one of the people that died when a supervillain called Nitro destroyed the town with his ability to transform himself into a bomb while fighting the New Warriors. That's when the whole Superhuman Registration Act happened, which started the Superhuman Civil War."

"So I'm all alone on this one, huh?" Miles replied looking down until Kate brought his chin up, showing a softened look on her face.

"No, you're not." she said, firmly. "You got us now as your friends. And right now, we'll need you. To take back Earth."

"I just need some alone right now, Katie." he answered. "Is that alright?" Miles asked Katie who nodded her head in reply while he stared at the photo of him and his mother.

"Sure. Just let me know when you're ready." she replied as she left to pilot the ship with Noh-Varr, while Teddy Altman came in.

"So," he paused scratching the back of his head. "How are you feeling?"

"A little out of it, but alright." Miles told him while taking a sip of water. "Can't believe I survived what happened to me."

"I'm sorry about what happen to your mom." Teddy said, mentioning his pain to Miles. "I lost mines too, the same with Kate. So you're not the only one in this losing your mother club. And if she were here, she'd be proud of you."

"Thanks, I... I needed that." Miles thanked seeing Teddy holding a no sleeve blue hoodie with a red spider symbol on it. "What's that?"

"Oh, well, I was seeing if we have any clothes for you. So far, all I found was this hoodie along with spider gloves and this spider-man mask." he explained, giving Miles a black spider-man mask and black spider gloves with reb webbing to the fingers he found. Both Miles and Teddy saw that was Billy who came, sitting beside Teddy handed Miles a bag of chips.

"Hope you like potato chips." he said. "It's all we got right now. We'll be heading to earth real soon. Hopefully we can find out what's going on."

"Thanks." Miles asked, seeing both Teddy and Billy stare at him. "What?"

"It's just-" Billy was cut off when America came in. "What is it?"

"Guys, we've reached Earth." America said as Teddy and Billy ran to the cockpit to meet up with Kate and the rest of the Young Avengers except for Miles. She saw that Miles still stood where he was staring at her. "Hey, you! Come on! You're apart of the team now." she said to Miles as he followed her to the ship cockpit where the Young Avengers were currently at while he put the photo of his mother in the pocket of the hoodie he was wearing. "How many of them are there?"

"I'd say half a fleet. And it looks like the Guardians of the Galaxy are taking care of that problem for now." Noh-Varr stated. "We can land on the planet's surface and help any way we can."

"Once we're there, get ready." Kate said, now gazing at Miles. "Have you decided yet?" she asked as the Young Avengers glanced at him

"I'm in." Miles said showing a small smirk at his new friends. "It's the least I could do."

"Welcome to the Young Avengers, man." Tommy, Billy's twin brother said patting Miles on the back. "So, what do we call you?" he asked as Kate and Noh-Varr flew the ship toward Earth

"For now, just call me Tarantula." Miles declared, cracking his knuckles ready for action. "That's going to be my name."


	2. Taking back Earth

Issue 2: Taking Back Earth

New York City, New York 1:27 p.m.

The Young Avengers starship landed near an office building rooftop, seeing Thanos' forces wrecking havoc in the city as the heroes step out. David Alleyne aka Prodigy was wearing an Iron lad suit, but the color scheme was different. It was silver and black, with the X symbols on the shoulders. Kate had out her soul-composite Kree bow, courtesy of Noh-Varr in her hand as she narrowed her eyes at the invading force of Thanos' army the Black Order. Tommy took off his goggles as his green eyes were widened with shock at the devastation at the battle of Manhatten. And Noh-Varr was finding out if any of the heroes were dealing with the same crisis. Miles had on the red webbed black gloves and the black spider-man mask, his blue hoodie on as huddled up with new friends the Young Avengers.

"Thanos' forces are attacking here in Midtown, leaving the rest of the forces heading around the rest of the city. Billy, Noh-Varr, and David you're with me taking on a squadron down on 36th street." Kate said, glancing at the second team of Young Avengers including Miles. "Tommy and Teddy, you two take America and Miles. You guys head to Midtown where another squadron is."

"What about everyone else?" Ameri asked. "They're probably holding the line with Thanos' forces."

"We heard that Luke Cage, Spectrum, and some other heroes are dealing with this situation themselves." David stated. "The Thunderbolts and Fantastic Four got their hands full with the invasion too, including the Defenders." David glanced at Kate and her team. "All that matters is that we fend off Thanos' invasion force. Do standard procedure, get civilians to safety through teleportation while fending off the alien invaders. That simple."

"Sounds about right." Tommy said. "So let's get moving. We need to repel the invasion and help out as many lives as we can."

Kate and her team were teleported by Wiccan, along Tommy's team that consisted of himself, Teddy, America, and Miles to their destinations. On 36th street, Kate otherwise known as Ladyhawk and Marvel Boy were firing blasters and arrows at the hostile alien forces while Wiccan repelled them with magical spells as Prodigy formed energy shields with a modified version of the Iron Lad neurokinetic suit around his team mates after launching a truck at a few aliens. He also put shields surrounding the civilians as Wiccan teleported them away to safety, meanwhile Ladyhawk and Marvel Boy kept firing on the aliens as Noh-Varr pistol whipped one of them with his blaster.

"How's it going with getting everyone out of the fight, Wiccan?" Ladyhawk asked firing two arrows at an invading alien soldier

"I'm almost done." Wiccan said, dodging an attack from behind. "Prodigy, a little help giving me support here!"

"I got you covered, Wiccan." Prodigy replied blasting the aliens heading toward Wiccan's with his fingertips, while Marvel Boy spotted an entire platoon heading toward them as Prodigy noticed as well. "How are you with going everyone out, Wiccan?"

"I already teleported them away. Why'd you guys... ask?" Wiccan trailed off, seeing the incoming force with his own eyes. "Oh, oh. It looks like we have more company."

"That is an understatement of the day." Marvel Boy replied, stating the obvious as the entire platoon surrounded while aiming his blasters at the horde. "Everyone, get ready."

They were about to charge them when all of a sudden, a figure crashed into a dozen alien soldiers that sent them flying away. Kate and her group narrowed her eyes at the figure that collided with the invading alien army, after seeing one of them flying back on the ground while the figure fought them. The figure was a young green skinned woman with long red hair, wearing red top with a left sleeve while her right arm was exposed. A golden tiara on her head, her emerald green eyes showing only valor and bravery while in a fighting stance. She was Lyra, the second She Hulk and daughter of the Hulk and Thundra.

"Who is that?" Prodigy asked staring at the green skinned and red headed girl taking on Thanos' forces, while his jaw dropped almost drooling. "She's... she's hot!"

"That would be Lyra, the daughter of Hulk and Thundra from an alternate reality I think." Ladyhawk answered, aiming her bow at the invading alien as she shot it in the chest. "Come on, let's give her a hand. Looks like she could use one."

Prodigy snapped back into reality and fired a blast of energy at the aliens helding down Lyra, while threw a firebolt at the alien platoon. Marvel Boy blasted soldier after soldier, knocking them down rapidly as Kate launched another arrow at a alien's knee cap and sent a kick to the chin after delivering a blow to the gut with her bow. Prodigy and Lyra huddled back-to-back, sending out barriages of punches at the incoming alien soldiers that charged toward them while Prodigy fired off a couple of energy blasts. Marvel Boy fired off more shots of his blasters while Lyra charged on ahead, taking down the last remaining invading soldiers of the alien platoon. Once the battle was over, Lyra glanced at Kate and the group as she made her way toward them.

"Thanks for the assistance. It's great that you came by when you did." Kate said to Lyra

"You're welcome." she said back, now glancing at Noh-Varr, Billy, and David. "You all fought well, especially you three."

"Uh..." Prodigy said, trailing off while Wiccan scratched his head until Noh-Varr interrupted him by clearing his throat

"Her mother's Thundra, remember?" he inquired with David and Noh-Varr staring at her, since their first encounter when Noh-Varr was apart of the Dark Avenger at one point. "Warrior woman from an alternate dimension."

"Makes perfect sense now." Wiccan replied, nodding his head while him and Billy saw David walking toward the daughter of Hulk and Thundra

"Uh, hi." he said as Lyra glanced at him. "I'm Prodigy. You can call me David." he extended his hand to Lyra which was clearly shaking. "It-it's nice to meet you."

"My name is Lyra." she said back as she shook his hand as a sudden smirk went across her face. "And it's a pleasure to meet you, David."

"Guys," everyone turned their attention to Kate. "right now we need to get back on fending off alien invaders in Manhatten." she stated now glancing at Lyra. "You wanna join the Young Avengers?" she asked Lyra as she nodded her head in reply, with Kate showing a grin crossing her face. "Good. Billy, teleport us."

"You got it. Takeustotherestofourfriends!" Wiccan said as they were teleported away from the battlefield

Midtown. Manhatten, New York 3:06 p.m.

In the streets of Midtown, a young woman with dark hair slice-n-dice every alien soldier that stood in her way. Her green eyes were showing intimidation and fear at her opponents, with blood gushing at her four claws. A alien soldier snuck up on her to grapple while another attempted to charge the clawed teen, only for her to stick a hidden claw which came from her foot at the alien's head as she impaled her hand claw on the alien's neck, while shoving another foot claw at the final soldier's chest. She was Laura Kinney, better known as the female clone of Wolverine X-23.

X-23 caught a glimpse of another battle going on as she sprinted her way toward the fight, only to find that some of the Young Avengers were facing the alien armada. She manage to recognize Speed and Hulkling, but she didn't know who the other two. One of them was a latina teen, wearing a grey and red inning hoodie with a blue shirt that had a white star along with black leather pants. And the other one had on a sleeveless blue hoodie with a red spider symbol, black pants along with a black Spider-Man mask and gloves with red webbing. She saw he was wearing short sleeves that showed off dark skin. This sudden member of the Young Avengers seem to reminded her a little bit of Spider-Man. The webs, the mask, and even the fighting style. Then sudden, a alien sneaked up on the girl with the white star on her shirt as X-23 pounced on the enemy from behind. Shoving her claws in the alien's back as the alien winced in pain, falling down on the ground dead while Hulkling, Speed, Miss America and Tarantula. Especially Miles as he still stared at Laura, while Tommy walked toward her.

Speed cocked his head in confusion. "X-23? What are you doing here?" Tommy asked

"After the encounter on Arcade's island which caused me and the students from the Avengers Academy to fight to the death, I decided to part ways on what happened." she explained, retracting her claws. "When I heard of an invasion was going on in New York, I made my way here." Laura then glanced at the two new members of the Young Avengers. "Who are your new friends?"

"This is Miss America," Teddy said now pointing to Miles. "And this is our newest team mate, Tarantula. Guys, this is X-23."

"Hi." Laura said to Ameri and Miles

"Hello." America said back, while Miles just stared at her until Teddy gently nudge him on the shoulder

"Oh, uh, hey..." Miles trailed off rubbing the back of his neck when suddenly...

BOOOOOM

They heard a thundering sound coming their way, while Kate and her team arrived in Midtown along with Lyra. The Young Avengers formed a line, only to see a green reptilian foot stomped in front of them as their eyes widened. Its resemblance was that of a dragon in Chinese mythology, scaly skin, wings, an elongated neck, antennae. It also had clawed hands and feet, along with a tail. It was a Malkuan, a alien shape shifter from the alien world of Kakaranthara. This monster in front of them was Fin Fang Foom, a alien being from Malku-Four.

"What the hell?" Miles asked, staring at the creature in front of him and the others. "Is that a dragon? Why is there a chinese dragon in New York?"

"Sort of." Kate said as her and the Young Avengers get ready for battle. "That's Fin Fang Foom."

"Fin Fang what?" Miles inquired while him and the Young Avengers got away from a striking blow by Fin Fang Foom as it spewed out fiery mist in its mouth

"Fin Fang Foom." Noh-Varr stated, firing his blasters at the alien dragon. "An alien shape shifter from the planet Malku-Four."

"Mortals, you cannot stop the force which is Fin Fang Foom!" the dragon said, snarling at his oppenents

"We'll see about that." Katie growled while aiming her soul composite kree bow at the alien dragon. "Avengers, take him down!" she yelled out, firing a barriage of arrows at Fin Fang Foom

WHOOOOOOOOOOSSSH

Speed sprinted with his superhuman speed, dodging every blow made by Fin Fang Foom until he was sent flying back with a hit by Fin Fang Foom's tail. X-23 and Lyra then leaped into action as X-23 dug her claws at Fin Fang Foom's stomach while Lyra decked it in the nose, causing him to crash its head into a nearby building. Suddenly, Fin Fang Foom lunged his mouth at Lyra only for Miles to web swing to her direction and got her out of the way. He was about to crush Miles and Lyra with his foot, when suddenly...

ZZZZZTTTTT

Miles used his venom strike on Fin Fang Foom's foot, causing the dragon to be paralyzed while Miles went for its arm. This is until Fin Fang Foom swatted Miles like a fly as he was sent flying directly at Lyra, only for Hulkling to catch both of them. Prodigy shot out energy beams from his fingertips while manuevering around Fin Fang Foom, bringing up a electromagnetic shield to cover him from Fin Fang Foom's fiery breath. Unfortunately, Fin Fang Foom slammed Prodigy into the ground, with his hand still crushing. Luckily, Kate shot an energy arrow at Fin Fang Foom's hand as Prodigy

Meanwhile Miss America and Hulkling sent a strong hook to Fin Fang Foom's face, sending him falling down on the ground crashing nearby cars since everyone was hiding indoors during the Thanos' invasion. Both of them were about to deliver another blow, only for Fin Fang Foom to swat Miss America with its tail and slam Hulkling with its clawed hand. Seeing his fiance slammed to the wall made Wiccan glare deadly at the dragon, his hands glowing with magical energy as he charged up a lightning bolt.

ZZZAAAAAATTTTTTT

"Keep away from him, you bastard!" Wiccan snarled, pressing the lightning bolt further as Fin Fang Foom roared in rage. "Wait... Something's-" Wiccan is cut off as Fin Fang Foom grabbed him with his claw, attempting to squeeze his insides. "Aaaagghhh!"

Fin Fang Foom was about to crush Wiccan's body completely, until X-23 impaled her claws in Fin Fang Foom's hand causing him to lose his grip on Wiccan. Fin Fang Foom spewed his breath of fiery mist on X-23, only for her to lunge at him with her skin burnt and pieces of her skull showing as she struck Fin Fang Foom in his underbelly. Fin Fang Foom growled in pain, glaring his red eyes directly at X-23 as he prepared to spew out another fiery mist. Unfortunately for him, both of his feet were paralyzed along with his left hand by an invisible force. In the end, the invisible force turned out to be Miles Morales uncloaked as both Miss America and the second She-Hulk named Lyra uppercutted him in the jaw sending him falling down. After Fin Fang Foom was knocked out, Miles went to check on X-23 only to find out she was healing herself at an acclerated rate.

"Wow. Hey, uh, are you alright?" he asked her

"I am." she answered, despite a genuine concern to Miles voice. "I can heal in just about anything." she slightly turned her head, looking away. "But thanks for asking."

Miles and the others were just about go further until a group of people came inside of the Daily Bulge, thanking the Young Avengers especially Miles. The group started pulling questions on Miles. Asking who he is, was he the new spider man, and was he along with Lyra and X-23 part of the Young Avengers now. Miles glanced at Katie and his new friends, wondering if he had their approval as they nodded yes. He smiled under his mask as he gazed back at the Daily Bulge press.

"My name is Tarantula. And I am part of the Young Avengers. But most of all..." he trailed side glancing at his friends. "We are the Avengers." he glanced at Wiccan, while the press started cracking down on the Young Avengers. "Could you take me somewhere real quick? There's something I need to do."

Andrew Maguire's house. Pittsburgh, Pennsylvania 4:56 p.m.

KNOCK

KNOCK

Miles and Wiccan were at the house of Andrew Maguire, with Miles holding the letter of Alpha wrote for him to give to his family. Miles pulled off his mask as he opened the envelope, bringing out the photo of his mother. He looked down, remembering his entire universe destroyed and no home to go to after Alpha sent him to his universe, Earth 616. Miles heard the door open as a Asian teen Miles' current age with glasses wearing a green sleeve shirt and denim skirt revealed herself.

She quirked her eyebrow confused at Miles and Wiccan. "Can you I help you guys?"

"Is this the house of Andrew Maguire?" Miles asked as Alpha's mother step in beside the teen Miles' age

"Chrissy, who's this?" she looked at Wiccan. "And why is there an Avenger?"

"I was just wondering that myself actually." said person replied to Alpha's mom

"My name is Miles Morales." he looked Alpha's mother in the eye. "There's something you have to know about your son, Andrew."


	3. Getting Started

Issue 3: Getting Started

Unknown location. Manhatten, New York 6:23 p.m.

In a dark and abandoned building, laid equipment with one in particular being a outfit of a master illusionist. The outfit was entirely green with a purple cape and fishbowl helmet as the lights suddenly turned on, brighting the area. A interdimensional portal suddenly appeared, spewed out a figure dressed in black outfit with a beam of aura surrounding his head. After his defeat and being trapped to an alternate dimension that was prepared to be doomed because of two certain men with spider powers, Mysterio was finally back into his own reality. However, he wasn't alone. He was with the kingpin of Mexico, Maximus Gonzales the Scorpion. He followed Mysterio in exchange if Scorpion would let him live and take him to his dimension during the destruction of his universe. Scorpion was carrying the formula of OZ, the source of Spider-Man and Green Goblin's power from Maximus' own dimension along with a small object. Once Scorpion sat the pocket object down, it grew in size revealing captured spiders. Only that these spiders were infused with the OZ formula, each with their own trait. Mysterio went over to his computer, receiving information on what transpired since he was stuck in a alternate dimension. The first thing that got him curious was a golden octobot, one of Otto Octavius' creations injecting a hidden probe inside Spider-Man's while he fought two Hobgoblins.

The next thing that pulled up on the display was Doc Ock dying in the arms of Spider-Man. Video after video, Mysterio noticed a lot of changes from Spider-Man ever since Octavius' death. He wasn't holding back while fighting against his enemies, he brutally injuried the villains and criminals he fought, and on a shocking note he killed Massacre. This was definitely not in Spider-Man's character to murder someone in cold blood, especially since he always been the annoyed quipping type of foe Mysterio and any other villain encountered. He was never the murdering type to begin with. He started to call himself the Superior Spider-Man, Beck scoffed at the thought of Spider-Man being 'Superior' besides anything else. Then he went toward a final video, one involving Spider-Man and Allistar Smythe the Spider slayer at the Raft. Quentin Beck watched sternly while he moved an inch, carefully observing the transaction as Smythe's head was slammed toward a rock. Maximus Gonzales the Scorpion watched as well, folding his arms and watching closely.

"Fool! You did exactly as I wanted." Smythe said, grunting while being beatten in this battle by Spider-Man. "My brain functions will cease in a matter of seconds." he implied weakly, smugly as the metal tendrils on his head were wrapped around Spider-Man's head. "But not before my consciousness transfer into you! No one will know. I'll have the ultimate revenge on you, Spider-Man... I'll steal your very life! I will... Wait! Why isn't it-" Smythe said, sounding shocked as Spider-Man cut him off

"Working? Because like all of your escape attempts, I thought of it first." the wall crawling menace explained as the Smythe tendril disband, showing a metal helm within the Superior Spider-Man's mask. "And closed it to you."

"No! I planned this for months locked up in there!" Smythe rasped, angrily with his dying breath. "How could you think of anything?!" he demanded while Mysterio noticed a metal behind the back of Spider-Man's head

"Because I am Otto Octavius. And I've already done it." said the true identity of Spider-Man, with Mysterio's expression being shocked

"You-skzzt- you're really inside his body?! Damn bastard! I should...! I should...Kill..." Spider slayer said as he trailed off, wheezing in his final dying breath

"Imbecile. Your final act as the 'Spider Slayer', your last great battle wasn't even with your true enemy." Octavius said, gloating in his victory over Smythe. "That's your legacy. Nothing. Less than nothing." Otto finished as he grabbed Smythe's dead body off the shore of the Raft

Scorpion chuckled. "Well this is new. It seems that the Spider is dead. And a leech is in possession of his body now." he glanced at the shocked Mysterio. "Friend of yours, perhaps?"

After seeing the last footage of the confrontation, Mysterio smirked at the revelation he discovered since after he escaped from a doomed alternate reality. Otto Octavius had killed Peter Parker by swapping bodies, Peter Parker trapped in Otto's dying body while Octavius reap the rewards of taking Spider-Man's. But his expression slowly turned to anger as he stood up, kicking the chair infuriated by Otto's plan of cheating death. Most of all, he had stolen the thrill of killing Peter Parker for revenge.

"Mark my words, Octavius..." Mysterio growled trailing off as he grabbed his fishbowl, cape and gauntlets toward a workbench. "You will rue this day. I swear it! You have stolen my right to have vengeance! And you will pay for this dearly!" he declared as he begun working on his equipment. "But for now, I will wait. I will plan, and I will act."

"And I will be the one to face him." Scorpion finished. "But we will a team. A team that has something in common with us."

"Rest assure, my friend, I know just the people." Mysterio stated with a evil grin shown on his face. "All I would have to do make a few calls to close friends."

One day ago. Unknown location. Pittsburgh, Pennsylvania 9:22 a.m.

Outside a six story building, a shaggy brown haired teenage with green eyes was struck by a whip while hanging onto bamboo. The person holding the whip was a bald man with a muttonstauche and scars all over his face, wearing a trench coat and black pants as he kept glaring at the 17 year old. The scratches on his stomach made up from the forced and relentless discipline training he was receiving. Besides them were a group of master assassins training their young apprentices, disciplining their trainees to the approiate ranks of the Assassin's guild. Those that reached the ranks were honing their skills, doing their main routine in the stealth and fighting arts.

"You're weak, you worthless clone! Weak!" the bald man said in a rough and gravelly british accent

"Yeah, yeah. I get it!" the clone teen snarled glaring at the bald headed man. "You're a terrible coach, Hogs." he taunted

"I don't know why Jackal cloned you from that little pissant... what was that brat's name? Alpha or something?"

"Don't. You. Ever say that name." the clone Andrew Maguire growled, disliking the idea of being called Alpha. "I hate that name."

"Until you impress me, that's what I'm callin' ya."

"Hogs," the clone glared at Hogs. "Go to hell." he scowled as Hogs struck his whip toward the clone's back

"Don't test me, boy! I will continue to make your life a living hel-" he was cut when he spotted a strange huge cloud

The cloud became wider as the cloud suffociated the clone, everyone outside the training area and even Hogs into cocoons. Every single one of them was covered in a dark covered cocoons. A green fur skinned man step out of the building, seeing everyone covered in mysterious cocoons as armed men scouting the infected zone in containment suits. The green fur man made his way through the cocoons, clearly stunned and amazed by the nature of the cocoons as a middle aged man in a buisness suit walked toward him. The armed men wearing containment suits on the other hand started prying everyone trapped in the cocoons out, with few dead and others unknown. The two men were Miles Warren, known only as the Jackal and Pittsburgh mobster Boss Cohen.

"What the hell happened here?" Cohen demanded from Jackal only for one of the cocoons to break open, revealing the clone going unconscious. "And how the hell did he survive all of this?"

"It's a miracle, my friend." Jackal said to Cohen. "It appeared to be one of those terrigen mists that make the inhumans what they are. We must find out more about this."

"I asked for a living weapon, Warren. Not a science experiment." Cohen growled

"No need to have a fuss, Mr. Cohen." Jackal reassured him. "This is truly the beginning of something new."

One day later. Andrew Maguire's house. Pittsburgh, Pennsylvania 6:48 p.m.

After doing what needed to be done, Miles and Wiccan step out of the house of Andrew Maguire. When Miles told Andrew's mother the truth on why he's been missing for a few days, she didn't believe him. That was under his brought out the letter Alpha gave him to give his mother, until the letter that would explain everything. Once Miles gave that letter to her when she started reading it, he saw her crash down on the floor. Crying over the lost of her son while Andrew's grandmother and Chrissy Chen tend to comfort her loss. Miles said his goodbyes as him and Wiccan left the house, preparing to teleport and meet the Young Avengers.

"You ready?" Billy asked, glancing at Miles

"Yeah." Miles responded, glancing at the saddened look on Alice Maguire's face while Chrissy Chen side glanced right at him. "Take us back to the team."

"Wait, wait!" Miles and Wiccan turned their heads toward the direction of Chrissy Chen who suddenly approached them. "Is it true? About your entire universe destroyed along with Andrew dying to save it? That you lose the people you cared about?" she asked as Miles nodded his head, only for Chrissy to embrace with a softened hug which surprised Wiccan especially Miles. "I'm sorry about what happened to your universe. I'm sorry you've lost everything."

"It's... it's alright. Thank you." Miles said as Chrissy let go of her embrace over Miles. "You couldn't have known what happen anyway."

"I'm Chrissy. And if you ever want to talk..." Chrissy trailed off, side glancing at Miles while looking away for a moment. "I'll be at Manhatten in a few days. Just look me up if you ever want to talk." she handed Miles a piece of paper, with her number on it. "Unless you go to the same school as me." she finished as Chrissy went back inside Andrew's house, closing the door on her way in while Miles looked away all of a sudden.

"You alright, Miles?" Wiccan asked

Miles shrugged off the empty heart of him being the last of his entire universe. "Yeah, I'm fine." Tarantula replied turning his attention to Wiccan. "Let's just get back to the others, Billy."

"Alright then. Takeusbacktowhereverourfriendsare!" Billy said, transteleporting him and Miles to the rest of the Young Avengers team

Avengers Mansion. Manhatten, New York 7:01 p.m.

Miles and Billy were teleported to a mansion that Billy was familiar with, even some like Kate, Teddy and Tommy. They found Kate and the rest of the Young Avengers in the living room with the unity division team, better known as the Uncanny Avengers. Miles recognized one of the first two as Captain America and Thor, but he know who the other ones were. There was a brown haired and white streaked woman wearing a green and white outfit, with a hood over her head. The fourth one was a hairy man wearing a yellow and blue costume, while he was talking with X-23 and Prodigy which meant he was an X-Man along with a fifth member who was also a member of both sides wearing a black outfit with a halo circle on his chest. The sixth avenger on the team was a shoulder lengthed brown hair woman wearing all red with a red tiara on her forehead, while she was talking to Speed. The seventh avenger was a dark haired man wearing a black suit with a large red w on his chest as Miles saw a something small flew right toward him. It was a woman wearing a black and yellow, hovering in front of him with insect wings.

"So you're Miles Morales, huh? Kate and the others told us about you." she said while Miles just looked at the woman confused, with the woman turning to her normal human size. "Oh! I'm Janet Van Dyne by the way, but my superhero name is Wasp. You can Jan if you want."

"Nice to meet you, Wasp." Miles said, shaking her hand. "I-I-I mean Ms. Van Dyne! Sorry." he stuttered, sighing in the end as Wasp placed her hand on his shoulder

"Relax, kid. Just call me Jan." she responded with as a man wearing a dark blue suit with a large red spider symbol appeared in front of them. He wore a jet black jacket, wearing a spider man mask with narrow lenses that exposed his blonde hair. On his wrists were web-shooters which looked completely modified, along with a silver pouch belt to his waist. "Guys, this is our new member I like you to meet. This is the Spider."

"Hello. I've heard a lot about you guys." Spider greeted as he shook both Tarantula and Wiccan's hand, with Miles noticing a familiar tone to his voice while he glanced at Miles as Billy went to speak with his mother the Scarlet Witch. "Could I talk with you alone for a minute?"

"Yeah, sure." Miles answered in a deadpanned tone while he and the Spider found someplace to talk, leading it to be the training room. "What did you want to talk about?"

"Do you have combat training? Hand-to-hand?" he asked Miles as he nod his head in return, with the Spider stroking his chin. "Well you're in luck. I'll be training you from now on."

"Uh... Shouldn't Spider-Man be training me about this?" Miles asked, in a confused and curious

"The Avengers and Spider-Man are having some..." Spider trailed off folding his arms together. "Trust issues going on. And judging by what he's been doing lately, he's completely someone else now. Besides, I could teach you the basics of a superhero. Well... a Spider-man anyway."

"How can you train me? I don't even know who you are." Miles implied, pulling his mask off his face

"You're right, you don't know me." Spider said. "But, I can teach and give the experiences Peter Parker had crossed when he became Spider-Man. Because the only reason is that..." he trailed off as he pulled off his mask, revealing his face to Miles as he saw the Young Avenger's eyes widened. "I'm apart of him. Through blood, mind, soul and through his DNA, I am a copy of him. A clone. My name is Ben Reilly. And as of now, I'll be your mentor."

After a couple of hours in training, Ben was teaching Miles the fighting style known as the Way of the Spider. He told Miles this fighting was created during a incident in New York called Spider Island, leaving Ben to teach it to the young spider man. Once they were finished training, Miles got to meet the rest of the Avengers in the unity division. Miles enjoyed the conversations he had with the Uncanny Avengers including Cap and Thor, who were completely the opposite from the same people in Miles' universe. His talk with Wolverine was interesting, since there were some similairites with him and X-23 who Miles found out later that she was the clone daughter of Wolverine and a doctor named Sarah Kinney. He had a talk with Rogue about explaining their powers, but Miles felt bad for Rogue not being able to touch someone without killing them. Rogue managed to put it past her and felt somewhat a sister to Miles. He also had a chat with Havok who was the brother of Cyclops, but him and Scott weren't getting along so well. He told Miles about what happened with the battle between the X-Men and the Avengers, on how Havok's brother Scott, Emma Frost, Namor, Collosus, and Magik became the Phoenix five. And on how Cyclops went mad with the power of the Phoenix, killing Professor Charles Xavier in the process.

His chat with Sunfire and Wonder man was interesting, especially Sunfire's since he was a superhero back in Japan and now part of the Uncanny Avengers. And finally Miles met the mother of Speed and Wiccan, the Scarlet Witch. He found out she was skilled in something called chaos magic along with top-of-the-notch reality warping powers, leading her to almost be unstoppable. When he was done chatting with the Uncanny Avengers, Miles and the Young Avengers headed for Bishop publishing. After they left, Wasp decided to make a new costume for Miles with Ben helping her come up with the outfit.

Bishop Publishing, Young Avengers HQ. Manhatten, New York 10:27 p.m.

The Young Avengers were teleported from inside Bishop publishing which still looked the same, leaving the place to be cleaned up by Noh-Varr since they left before he went back to space after he was finished. This was Miles first time seeing Young Avengers hideout as the same went for David, America, Lyra, and Laura. Kate decided to give them the new members a tour showing them areas like the armoury, living room, kitchen, game room, training room gymnasium, and finally their personal quarters. David's room was next to Teddy's, while Lyra's, Laura's, and America's were three doors left to Tommy's room. And Miles room was in front of Kate's as four new members went inside to see their rooms. Each of the doors had a symbol on them. Miles was a spider, David's symbol was a x symbol, Lyra's symbol was a radioactive symbol with a pair of her bracers on the middle, America's was star-stangled, and Laura's was a silver x with adamantium claws on the side. After they were settled, Miles was wearing a white t-shirt and brown pants as he went to the roof for some fresh air while getting a view of the city along the way. He then heard the door open up, revealing Laura stepping out the rooftop wearing a black mid sleeve jacket with a white top underneath and denim shorts walking toward him.

"Hey." Miles said glancing at him, then back at the view of the city

"Hey." Laura said back, sitting beside Miles while they took a view of the city. "What are you doing out here?"

"I'm just getting some fresh air." Miles stated, side glancing at Laura and then back at the view as he sat down. "Nice view, is it?"

"It is." Laura replied, taking a view of New York for herself as she sat by Miles. "Can I ask you something?"

"Sure."

"How did you paralyze Fin Fang Foom like that?" she asked, staring at Miles as both of them were eye-to-eye

"Aside from having the same powers like the porportions of a spider just like Spider-Man's, I also have two set of powers of my own." Miles explained. "I could stun or paralyze with a bio-electric venom strike. Now it could burst through my body sometimes, maybe even shoot it from my hands if I know how control it. I can also turn invisible. It's pretty much like camouflage."

"Could you do it? Turn invisible?" Laura asked as she saw Miles turn invisible, right in front of her for a quick moment before turning visible with her eyes wide. "That's... that's amazing."

"I could go for spectular, but thanks. So, you're like Wolverine?" Miles asked seeing Laura fix a hard glare at him suddenly. "Oh! No, no, no! I-I- didn't mean it like that. I-I-I meant..." Miles stuttered trailing off, glancing down at Laura's hands. "You know, the claws?"

SNIKT

Miles saw Laura popped her claws out, seeing two pair on both hands. She then stretched her feet while she popped up her other claws, seeing a surprised look from Miles as he fell which caused Laura to chuckle at the expression he suddenly gave off.

"Okay, you're definitely not Wolverine. I'll give you that. That looks pretty useful." Miles cackled with a grin as Laura made her way to the door. "Wait." he said as Laura stopped, now looking back at Miles in the eyes while he walked toward her. "What's your name?"

"Laura, my name is Laura Kinney." she said, stranding a flock of her hair as her and Miles went back inside. "What about you? What's yours?"

"It's Miles, Miles Morales."

Young Avengers Hideout. Manhatten, New York 10:27 a.m.

It was a well-deserved morning when Miles step out of his room, wearing only a tank top shirt and sweat pants as he went down to the kitchen. He spotted Tommy and Billy insulting each other while he looked at the fridge to see if there was something to eat until he found a touch on his shoulder. He turned around and saw it was Teddy who motioned his head for Miles to sit at the table.

"Lead the cooking to them." Teddy said while he and Miles sat down with Kate, David, and Lyra while Laura and America came down all of a sudden. "Hey, Laura and America! You two come sit with us over here." Teddy told them as Laura sat beside Miles on the left while America sat on the right side when both of them noticing Billy and Tommy arguing. "Guys, you two can argue later. We're pretty much straving right now."

"This isn't over." Billy said, glaring at his brother while Tommy did the same

"What do you guys want? Pancakes and eggs, with a bit of bacon on the side?" Tommy asked, seeing everyone nod their head as him and his brother started cooking breakfast while David stared Lyra

"So, uh, Lyra..." David trailed off, rubbing the back of his neck. "How long has it been since you've left your home?"

"Almost twelve months now." Lyra said. "Since then, I've been staying with Jennifer Walters at the time being."

"Jennifer Walters?" Miles whispered to Teddy. "Who-"

"She Hulk. Hulk's cousin." Teddy whispered back as Miles nodded his head in understanding while David and Lyra continued

"Lyra, I was wondering..." he started trailing off, looking away from Lyra blushing

"What is it?" she asked now glancing at David

"By any chance, would you like to go on a date?" he finished as everyone starting looking at David and Lyra, while she looked back at David

"Sure." she answered as Lyra kissed David on the cheek, touching the spot where Lyra kissed

KNOCK

KNOCK

KNOCK

Everyone stopped as they heard the door knock suddenly as Tommy went to ran with super speed, with the rest of the Young Avengers hearding the door open and close. Tommy ran back to the kitchen, stopping in front of Miles with his superhuman speed while holding a briefcase. He gave the briefcase to Miles as he went back to the kitchen while Billy sat with Teddy, handing his team mates their breakfast as Tommy was now the last person to sit down. Miles spotted a sticky note which was from Ben.

"Here's the new outfit Wasp came up with. I helped out with the design. Come back to me if you ever want training. Enjoy the new look, Ben." Miles read as the briefcase unlocked itself by his touch.

Miles smirked as he opened up the briefcase, seeing his new costume. It was a black suit with a red chest, shoulders and mask on the front with a black spider symbol. On the back it was black with the exact same spider symbol, only red. His spider-man mask was red with narrow lenses and no webbing. It also had mid sleeves along with black gloves covered in red webbing along with his black boots having red stripes on the legs. Kate and the Young Avengers slightly glance at the new outfit Miles got from Wasp.

"Whoa." they all said in unison, except Miles

"Yeah, whoa." Miles said smirking at his new costume. "Thank you, Ben Reilly."


	4. Mentor and Student

Issue 4: Mentor and Student

Flashback

Earth 1610, Roxxon Corp. New York City, New York 8:17 p.m.

Inside the office meeting room of Roxxon company, Roxxon himself was being escorted by his security force. As soon as he was being evacuated after knowing of Roxxon's test subject including Spider-Man heading toward him, former Oscorp employee and currently working Roxxon scientist employee Jason Macendale arrived wearing a lab coat along with bringing Eddie Brock Jr inside as well. Macendale was 6'1, combed back jet black hair and blue eyes as he honest but crpytic smile that had some of the security guards shudder in absolute fear. Jason Macendale also brought along Maximus Gonzales, a federal gang criminal from Mexico known as the Scorpion who had his scorpion metal chain on his hand.

"Mister Roxxon, where you are heading off to?" Jason Macendale said in the tone of a gentleman, but terrifying to the core

"I'm leaving, Doctor Macendale." Roxxon replied. "Spider-Man and our own test subjects are on their way here. I'm getting outta here before they come get me."

"We don't need to run and hide, sir. Let them come." Jason Macendale stated, staring into the window as Spider-Man and the others were close. "After all, it's time we talked." he declared as Spider-Man, Spider-Woman, Bombshell, Cloak and Dagger charged in on the window landing on the floor of the office room. "Hmm, well look at that. Speak of the devil."

"Donald Roxxon, you and your goonies are under arrest." Spider-Woman said

"Whose authority, Miss Drew? SHIELD or is it your own?" Macendale asked, showing a genuine smrik on his face. "But getting back to the matter at hand, what exactly are we being arrested for?"

"Oh, I don't know, experimenting on people like a creepy Nazi?" Spider-Man said in a taunting voice

"And children?" Bombshell said, angrily folding her arms

"Even resorting to kidnapping your test subjects for your own benefit?" Cloak said in a low taunting voice

"How long did you think you were going to get away with it?" Dagger responded with her and the others glaring at Roxxon and Macendale, while Scorpion glanced at Spider-Man with a sadistic grin coming from on his face

"Well, welll..." he started trailing off while staring at Miles with a sudden evil grin crossing his face. "Looks like you came back to the game huh, Spider boy? You got over your mother's death that quick huh? You're more pathetic and hopeless than your weakling family, trying to play hero. But not as pathetic like your father and uncle. Especially that whore of a mother of yours." Scorpion taunted, insulting the web slinger as a piece of web was launched on his face. Courtesy of a enraged and infuriated Spider-Man

"What did you say about my mother?! What did you say about my family?!" Spidey yelled with Spider-Woman holding him back, who had an urge to hit Scorpion on sight as he laughed in a sadistic tone while taking the web off his face

"DAMN!" Bombshell shouted

"I stand by what I said, boy. You're better off without your old man." Scorpion retorted. "The same could be said about your theiving snake of an uncle. I guess I got you to thank for dealing with him. And let's just say your sniveling old man's no longer around anymore."

"No longer around? What did you do?" Miles demanded as Scorpion showed a devious grin on his face. "You... you killed my father, did you!? Answer-!"

"Enough. Your father's in the hospital, alive." Miles and the others turned their head to Macendale. "However, it doesn't matter. It's unimportant."

"What do you mean it's unimportant!? This guy and you are responsible for what you did! To me, to them, to my family and to everyone-" Miles is cut off by Jason Macendale when he lift his finger in the air in front of Miles

"Your voice." he said

"What?" Miles said in a angry and confused tone

"You don't need to raise your voice. " Macendale replied, now staring at Miles while he hold his finger up. "Tell me something young spider-man, what do you know about the Venom suit?"

"What does that have to do with anything?" Miles asked balling his fists as Spider-Woman let him go, feeling an uneasy vibe from this guy he was talking to

"Because I wish to know where your trust lies on the people you seem to trust. How well do you trust Gwen Stacy, Mary Jane Watson..." Macendale sat down on the main executive's chair. "Your friend obsessed with lego collections?"

"How do... How do you all this? Who are you?" Miles replied, in a shocking tone at how quickly he knew Gwen, Mary Jane and even his best friend

"Jason Macendale, at your service. Now... answer my question about the Venom suit first, then I will explain everything as simply as possible." Macendale stated as Miles sighed in defeat

"It's a organic suit. It was suppose to be a cancer suit, but Peter Parker's father accidently created it. That's when Peter Parker found out it was more like a parasite that wanted to feed off him. And on a bottom line, you were willing to sell it and use it as a superweapon."

"I'm believe you have been sourly misinformed. Roxxon didn't create the suit." Mackenzie then glanced at Eddie Brock. "Did they, Edward?"

"No, they didn't." Eddie then glanced at Miles. "And it's time you knew the truth."

"Brock, Eddie! Don't tell him!" Spider-Woman exclaimed, getting into a defensive stance

"He needs to know." Eddie spatted. "And now's the time?"

"Know what? What's he telling about?" Miles asked Spider-Woman

"The suit wasn't created by Roxxon." Eddie Brock stated. "It was orginally founded in a small metoerite, but it was created by my father Eddie Brock Sr. and Richard Parker just you were to told. But it turns out, they both designed the Venom suit on purpose."

"You mean Richard Parker meant to- no, no. It can't be." Miles said in disbelief

"I'm afraid it's true. Richard Parker, the father of the late and original Spider-Man, Peter Parker along with my father created Venom. Which lead me and Peter Parker to wear the suit. Peter wore it for a few hours only, while I wore it for 36 weeks before the Ultimatum Wave and before his death." Eddie stated, shoving a glare at Spider-Woman. "You're apart of Peter himself and you didn't bother to tell him the truth about the Venom symboite? You're just like Peter and his father."

"Now, now settle 's not her fault, Edward." Mackenzie said, standing up from his chair dusting his lab coat off. "She's been trying this long to not be like dearly departed Peter Parker to begin with. Truth be told, little Spider-Man," he then gazed at Miles with a continuing smirk. "Osborn's been keeping his eye on you as well as I have, ever since you were bitten by 42."

"42?" Miles responded confused until he realized the man talking to him was referring to the spider Miles encountered. "The spider that bit me."

"That's right." Jason Macendale said, removing his lab coat to reveal a silver armored harness strapped on a black bodysuit. "Aside from both your father and uncle working for Roxxon as hired guns at the time, while your mother on the other hand was a second-in-command top lieutenant of Silver Sable's mercenary group known as the Wild pack, you were my top focus. When we found out Conrad Marcus had used the Venom suit to attack you and your family, I knew he was under Osborn's orders to observe you from beyond the grave. But, Dr. Marcus did not want anything to do with it and decided to end his research by destroying you and your family." he held his hand out to continue his explanation. "Who do you think knew where the genetically enhanced prodigy of a spider would be in your uncle's house and bite you? To see how your powers manifest and see how you experience them first-hand. Who gave the info to your uncle about you being the new Spider-Man? And most of all, who lead the newscast leading Venom into your home?"

"It was you. You're behind this! You're responsible for EVERYTHING that's happened to me!" Miles spat, only for Macendale to suddenly appear in front of Miles as he took his mask and went back to Gargan and Brock. "What? How did you- give it back! Give me back my mask!"

"Calm down." Jason Macendale said, placing the mask down on the table. "You'll have your mask soon enough."

"So you could show his identity to the whole world." Spider-Woman snarled, glaring at Macendale. "Typical bad guy move."

Jason Macendale shook his head in disagreement. "I have no need to show his identity, Jessica Drew. It does not matter anyway."

"Why are you doing talking with them, Macendale? You work for me! So I suggest-" Macendale then cut his own boss

"Mr. Gonzales," Scorpion glanced at Macendale. "If you would be kind enough to finish off my boss, please?" he ordered as Scorpion snapped Donald Roxxon's neck, killing him while Brock conjured the venom symboite inside of him to show a monstrous 12 feet tall symboite. "Your services are no longer required, Mr. Roxxon." Macendale glanced at the security escort, who stared in both fear and shock. "Leave us. Bring the Brain trust here along with our guests." he told the guards as they left the room, while the young heroes eyes were widened with shock

"You just killed that guy! What the f*ck is wrong with you?" Bombshell exclaimed with her and the others shocked at what this man in front of them did

"I did you all a solid justice. Removed him from the equation. Besides, his company doesn't matter. Neither does anything or anyone in this universe."

"What do you mean by that?" Cloak asked Macendale who went toward the window, gazing at the stars in the night sky above the city. "Are you some kind of crazy psycho lunatic?"

"I'm completely sane, Mr. Johnson." Macendale paused staring into the stars with a grim expression on his face. "Something not from this world, not from this universe has arrived. And it's heading this way. To this earth. Our earth." he then glanced at Spider-Man and the test subjects. "With an unfleching hunger to consume this world. And no one will survive this outcome. This onslaught of destruction." he said now glancing back at the young heroes. "No one, not you, not me and especially not them." Macendale then pointed at the people down below as he heard the door showing a tied up Mary Jane Watson, Gwen Stacy, and May Parker. Even Miles' best friend Ganke.

"Ganke! Mary Jane! Gwen!" Miles shouted

"Aunt May." Spider-Woman gasped as she fixed a glare at Macendale. "Let them go!" she growled while the true venom, Eddie Brock webbed their mouths and brought them toward Macendale who side glanced them for only a second as he turned his attention to Miles and the others.

"You are in no position to bargain for anything, Ms. Drew. Now where was I?" Macendale replied stroking his chin. "Oh yes, now I remember. I was explaining the revelations of your origins." he started, glancing at Bombshell. "Lana Baumgartner, your mother volunteered for a super soldier project in order to pardoned herself from jail while she was pregnant with you." he glanced over to Cloak and Dagger. "Tandy Bowen and Tyrone Johnson, you both suffered a car accident that left you in a coma. To give you an edge to escape, both of you were given extradinatory powers after you were brought back from your comatose state." he finally turned his gaze at Spider-Woman. "Jessica Drew, you are a female clone of Peter Parker. Which means you are also the niece of May Parker," Macendale crouched down to lift May Parker's chin. "but you felt fear because you thought you were a wasteless speck of DNA. Believing yourself to be something instead of someone. You are not, only an echo copy of life itself. Like I said, I know everything about you four." he finished off, standing back as he gently stroked May Parker's hair

"If you ever-" Macendale moved his head, signalling a 'no'

"Calm down, Ms. Drew. I have no attention on killing May Parker or these three I have brought in my possession behind me." Jason Macendale slightly glanced at them before turning back to the young heroes. "But it would be a necessary favor if I put them out of their misery right now before the whole universe ends."

"Killing someone is a necessary favor to you? Like how you had him killed Roxxon in cold blood?" Miles retorted, snarling as he glared at Scorpion then at scientist Jason Macendale

"Roxxon was only a pawn, nothing more. Just like you are to Gwen Stacy and Mary Jane Watson. Maybe even more to Jessica Drew and probably your lego obsessed friend over here." Jason Macendale placed his hands behind his back. "They never believed you. They just wanted to turn you into a puppet, a tool to be quickly discarded whenever you die. That's all you are to them, and that's all you'll ever be. Only a pawn. A toy for their amusement just like Peter Parker. May he rest in peace."

"Enough, just enough of your weird damn f*cking rambling! You don't know anything about me!" Miles pointed at Spider-Woman, Bombshell, Cloak and Dagger. "You don't anything about her! About them! You don't know nothing about anything and everyone!" he retorted as Macendale closed his eyes and shook his head in disappointment

"Yes, I do. I've already explained it." Macendale clarified. "On how I know them better than they know themselves. Even you, little spider. Just like Osborn and I knew about Peter Parker. Even how I know about you. Because the truth is..." he paused slowly opening his eyes, now staring at Miles. "I have been watching you since the day you were born, Miles Morales."

As soon as Jason Macendale said those words, Miles eyes were widened with shock and sudden fear. This person, this man or whoever he is had know who he was. Even when he was born. His whole face started to turn pale, as if he saw a haunting ghost stare in front of him. And Miles wasn't the only one terrorfied of this man. Bombshell stood frozen of Macendale, which sent a chill through her spine as the same went for Cloak and Dagger. The only one not effected by him was Jessica Drew, the female clone of Peter Parker called Spider-Woman.

"Miles, Miles, Miles!" she shouted, trying to snap Miles out of his fearful trance by shaking him. "Don't listen to him. This guy doesn't know what he's talking about! He's just some crazy lun-" she screamed in pain along with her and the others except for Miles, who somehow remain unaffected by what was going on as he kneel down Spider-Woman's direction

Miles saw behind Spider-Woman, a group of five people that entered in the office room. One of them was a blonde haired woman wearing a sleek blue and white bodysuit. The second was a dark haired man with a diamond tattoo on his forehead and red eyes, wearing only a dark blue jumpsuit and a white lab coat. The third was a red haired afro man with round glasses. And the fourth was an old man on a wheelchair, only for him to turn into a hulking brute. Due to the others being occupied by some sort of pain given to him, Miles was one-to-eight against them. Layla Miller, Nathaniel Essex, Arnim Zola III, and Samuel Sterns surrounded Miles, along with Jason Macendale, Scorpion and Venom.

"Stop, just stop! Leave them alone!" Miles spat shielding the young heroes

"I'm afraid I can't, young Miles. Unless... of course you and me fight to the death in this room. Here and now. Prove yourself to see if you would survive this outcome. But know this. If you do not comply, if you attempt to deny this challenge or even refuse it and take whoever you can to safety..." Macendale trailed off, staring at the captive May Parker, Mary Jane Watson, Gwen Stacy and Ganke. "I will kill them all. But beyond that, all I've ever done was to push you to your true potential. To be my latest test subject and the greatest achieve I could ever accomplish in my entire lifetime. I did not want your mother's death, however, only your father's instead. And you ask how I know this. How I know about you. It is because-"

All of a sudden, Venom started to roar in pain as electricity surge inside his body. Causing him to revert back to Eddie Brock, still unconscious. Then out of nowhere, a familiar brown haired seventeen year old wearing a blue jumpsuit a 4 logo on it. The seventeen year old wearing a Fantastic Four outfit. He, along with Black Cat and a man the same age as Black Cat leaped in the broken window of the office room beside Miles. The older man was wearing a red bodysuit with black shoulders, mask with red narrow lenses and a dark spider symbol jumped in beside Miles. Also to his surprise, Miles saw Maria Hill wearing a black bodysuit wielding vibro shock gaunlets and flight harness on her back.

Miles blinked, quirking his eyebrows in sudden confusion. "Hill?"

"Long time no see, kid." Maria said, firing a vibro-shock blast at Zola and Essex while Maria Hill quickly glanced at Miles. "It's good to have you back."

The brown haired seventeen year old sent a strong overhook at Scorpion's head, sending him flying back spinning toward a wall as he started freeing May Parker, Gwen, Ganke, and Mary Jane. Spider-Woman, along with Bombshell, Cloak and Dagger regained control as Spider-Woman decked Layla Miller in the face while Cloak brought out a dark shadow cloud around Sterns. While Bombshell and Dagger were throwing their projectiles at Sterns hulking form, Black Cat and Spider-Woman start off a tag team against Layla Miller and Nathan Essex as the black suited spider man accompanied the brown haired seventeen year old punched Armir Zola III in the gut. Which lead it to be just Miles and Jason Macendale as he brought out a small device, pressing a small button as it blinked red.

"It's over, Macendale." Miles declared shooting a web line at Jason Macendale, only for Macendale himself to grab it and toss Miles around flying back toward a wall. "You got nowhere to go."

"Oh no, Miles Morales." Brain trust leader Jason Macendale as his eyes started to glow. "It has only just... BEGAN! As it is time for..." Macendale exclaimed as his body started to turn. His physique started to become chiseled and turn to a orange shade of color with scales. His black hair was gone, leaving only horns on his forehead while he begun to reveal fangs and claws, his eyes were a deep red as his hands were bursting with fiery bolts of energy. "The Hobgoblin to rise!" he yelled while the brown haired seventeen year old lead May Parker and the others away.

"What are you waiting for? Go!" he exclaimed

"You look just like-" May Parker was cut off by the clone rescuing her and the other captives

"I'm his clone, Richard. Now go." Richard the clone of Peter Parker glanced at the freed hostages who stared in shock of the discovery. "I said get going!" he ordered as May Parker started to run for safety. "And call SHIELD!"

Spider-Woman and the others manage to defeat the Brain trust when suddenly...

FABOOM

A wall to the office room of Roxxon corp bursted showing a dozen of robotic mech with flaming pumpkin heads and black armor started to open fire on Spider-Woman and the group as they avoided the blasts coming from the Jack O' Lantern robots. Behind the mechs were OZ enhanced henchmen like the Hobgoblin charging in at them. Richard Parker and Jessica Drew, the clones of Peter Parker sprung into action as they delievered blows to each of the OZ altered soldiers while Bombshell fired off her explosive power and Maria Hill firing the bladed feathers at the Jack O' Lantern machines. While Cloak and Dagger providing the clones of Peter Parker along with Black Cat and this Scarlet Spider man lending support, Miles and the Hobgoblin were now face-to-face as both went to a fighting stance.

"Now, Miles Morales, we will fight!" Hobgoblin yelled out with sheer pride in his voice as he sent out a hook at Miles, who only manage to dodge just in time. "I must admit, I have been looking forward to this for a long time coming. You're the one I wanted to fight. To finish this final trial. So start proving yourself, dear boy."

"Why me? Why not any of the other heroes like the Ultimates, even the X-Men?" Miles inquired Hobgoblin with as he leaped behind him.

"Please. Captain America is nothing more than a mindless steroid jock that likes to settle things with his fists like a good little soldier. Tony Stark is nothing more but a useless drunkard." Hobgoblin threw a fiery ball at Miles, leaving him to dodge the impact. "Thor fancies himself a god too much. Their archer, Hawkeye is broken beyond repair who wouldn't hesistant to shoot someone in the back with an arrow." Miles punched Hobgoblin in the chest, only for Macendale to give Spider-Man a strong headbutt causing the young hero to stagger. "The late Hank Pym was a vane man and a wifebeater. His wife a dumb harlot who continued to stick by him again and again threw every beating. The former Black Widow was a selfish nomad sticking with stupidic beliefs." Hobgoblin growled, sending a hook across Miles' face as he sent blow to the gut after. "Reed Richards is a weak man with a superiority complex even when he killed his entire family just to fake his death, while he began searching for absolute power. Charles Xavier was nothing but a leader in charge of foot soldiers leading to vigilante acts. And after his death, the X-Men are nothing but confused squanders. Trying to find their place in the world." Hobgoblin then tossed Miles aside a wall, straight ahead with his hands on Miles' throat attempting to choke the life out of him. "They are only weak and short-sighted! This world is filled with fools just like your father! Like impatient customers at a restaurant, they complain and complain only when their meals are interrupted! They do not look up, and most of them do not see! So I will make you-"

"Will you just shut up!" Miles shouted, delivering a striking blow toward Hobgoblin's face as he was sent spinning back through an office table. "I swear, I mean it. Just shut the hell up!"

"Come face your end!" Hobgoblin snared, throwing more firebolts at Miles who quickly dodged them

THWIP

SMACK

Miles shot a web line at Hobgoblin as he launched left and right hooks rapidly across Macendale's face, with Spider-Man on his torso while he kept delivering punches at his head. Hobgoblin retaliated by grabbing Miles' head and slamming him to the floor. Hobgoblin was about to stomp his foot on Miles when all of a sudden...

SPACK

"AARRGHHH!" Hobgoblin roared as a piece of web was stuck on his face. "You will pay for your interfence!" he ripped the web off his face, glaring at whoever struck him

"Stay away from him you son of a bitch!" Spider-Woman hissed as her and the dubbed Scarlet Spider clone Richard prepared to lunge at him, only for their heads to be smashed to the ground by Scorpion.

"Where do you two think you're goin'?" he said, grabbing both of their necks as he fixed a glare at Richard. "There's still some unfinished business with us, kid."

"Then I'll cut this short as best I can, Gonzales." Richard retorted while he shot a web line at Scorpion's chain, stabbing him in the chest with a fracture of blood gushing out. "Now piss off!" he swore, giving the former kingpin a kick in the head as he collapsed on the floor

"You didn't have to kill him, Richard." Spider-Woman said coldly, glaring at her spider clone brother

"That bastard had it coming." the Spider clone brother said cooly, rushing to launch an uppercut at Hobgoblin. "Now let's help the kid out."

"We need to end this." Spider-Woman glanced at Ty Johnson, while he and Tandy were fighting off Jack O' Lantern bots after they dealt with OZ enhanced security force. "Cloak! Do that shadow thing you do and use it on Hobgoblin!" she ordered as Cloak nodded in reply, forming his shadowed cloak all round Hobgoblin while he was strangling Miles with his clawed hands

Hobgoblin quickly tossed Miles aside as he was covered in Cloak's dark matter cape, with him clawing his way out of Cloak's shadows. All that remained was a clawed hand trying to escape from the grasp of Cloak's shadow matter as too disappeared into the shadows, when suddenly...

KABOOM

A searing firebolt exploded inside the shadow matter of Cloak's cape, sending him crashing into the ground groaning in pain with Dagger's eyes widened with shock.

"Ty!" she shouted as kept launching light dagger projectiles at Hobgoblin, only for his fists to burst with bolts of energy as he violently slammed his flaming hands down on the floor

THOOOM

Everyone was sent flying back to the destruction of Hobgoblin groundshattering attack as Miles impacted on a wall, with everyone else knocked unconscious. Hobgoblin charged him with a flaming fist as Miles dodged, turning invisible away from him.

"Come on out and play, young Miles. Face me. Let us fight to the death with one of us as the victor! Unless..." Hobgoblin paused showing a devious smirk as he chuckled evilly, concluding a way to bring the web crawler out in the open. "You still wish to become a failure. To remain a sad little failure. To fail this outcome in defeating me with your allies defeated and you yourself weakened. To continue on being a failure yourself. That's what you'll always be! A WORTHLESS FAILURE! A scared little weakling couldn't protect anyone in their life! You'll fail everyone just like you failed your own mother!" he shouted, only to hear an enraged yell coming from Miles as he was delivering blows across Hobgoblin's face left and right

"No more...no more... NO MORE!" he yelled, throwing inflicting blows left and right at Hobgoblin's chest and across his face. "Do you hear me!? Don't you dare insult my mother! Do you hear me!? don't you dare! NO MORE of it!" Miles threatened as the Hobgoblin grabbed his fist, giving him a choke slam in the process

"There it is! That's what I've been looking for!" he shouted in pride leaving Miles to start coughing, with the wall crawler glaring directly at Hobgoblin who smirked deviously as his eyes suddenly turned full red. Another pair of red eyes appeared on Miles forehead as well, resembling that of a spider. "Come on, hate me more! It's the only thing that's going to save your life, boy!"

Both Miles and Hobgoblin traded blows with each other as they used their powers to their true level. There were fires spewing and bio-electric sparks hitting the floors as Hobgoblin threw more firebolts at Miles, who avoided and used his spider camouflage to remain undected. Miles began launching kicks and punches of every kind, only for Hobgoblin to burst in flames as Miles was close enough to burning his own hand.

THWAP

ZZZTTTT

Miles shoot a piece of electrified web fluid at the fire sprinklers, quickly watering the Hobgoblin off as Miles delivered a high kick to the face along with two blows to the gut and an uppercut that sent him flying back first to a wall. With part of his harness damaged, Hobgoblin retaliated by charging his fists with flames as he jabbing quick blows at Miles left and right showing tears on his costume with bleed marks in the process. Miles weaved around Hobgoblin's attacks, bobbing two fingers venom-strikes at Hobgoblin's torso at tremendous speed. Hobgoblin stop the attack by slamming Miles left and right, tossing him aside as he ached pain from Miles' venom strike while he walked toward him. His body going into flames as he held his foot up, preparing to slam it at Miles' face.

"Time to die. Time for all of you to die!" he declared, only for Miles' bio-electric venom strike to spread around his body as he struck Hobgoblin with it who roared in sharp pain while he sent flying back. "Rraarrghh!"

"I will... not...die...!" Miles shouted, running toward Hobgoblin as he held his fist up while Hobgoblin charged at him as well. "This... ends... NOW!" he declared shouting his voice as he now launched his bio-electric charged fist as Hobgoblin raised his flaming fist, both ready to deliver the final blow

WHACK

SMACK

Both Miles and Hobgoblin launced their fists at each other, with Miles' bio-electric fist impacting on Hobgoblin's face while the proclaimed goblin himself launched his flaming blow at Miles' cheek giving a nearly burnt mark. After their blows were traded, Miles and Hobgoblin were sent flying back as they landed on the floor with a burn mark being on Miles' chest. The Hobgoblin had a bruised mark on his face. The Hobgoblin coughed violently as blood came out from his mouth, staring at Miles with a smirk on his scaly demonic face.

"Funny, isn't it?" he said, pausing as he coughed chuckling. "All this time after Peter Parker's death, I was looking for a worthy hero to face in this world. Someone I could actually fight and who was worth fighting before this world's destruction arrived. But now I see one right in front of me that alreadly exists. I do not need to survive. The only one of this universe who will live is you. You fought with bravery and honor, so I shall respect that Miles Morales." Hobgoblin stated staring at Miles with a continuing smirk on his face. "So allow me to give you a parting advice. Once you survive this outcome and you're in another world, sooner or later, your struggles will have only just begun and you will be on your own in the end." he finished chuckling as he used up his last dying breath, with his eyes closed and blood spitting out of his mouth as Miles placed his head back down fading into unconsciousness

A moment later, SHIELD arrived with May Parker along with Gwen Stacy, Mary Jane Watson, and Miles friend Ganke. SHIELD troops busted the door to find the heroes started to regain unconsciousness, with medical units assisting them in their injuries. Bombshell along with the two clones Jessica and Richard were picked by the love ones of Peter Parker. Maria Hill, Black Cat and the man in the scarlet spider outfit, who turned out to be an African-American man by the name Ben Reilly helped Cloak and Dagger off the floor who regain consciousness after. A med unit went by them as Nick Fury of SHIELD appeared with his Howling Commandos along with the Ultimates as he spotted May Parker walking over to the two clones of her deceased nephew.

"Okay. I know you're probably mad but-" Richard was cut off as May Parker hugged him and Jessica Drew, with both of their eyes wide. "You're not mad?"

"No, I'm not furious. I'm just glad to see I'm not alone." she said, now glancing at Jessica and Richard. "I have a niece and a nephew I never knew about. That we weren't the only ones suffering from Peter's loss."

"We...we don't have anything else to say, thanks." Spider-Woman replied with relief. "It's time we were a family. And I'm glad I'm meeting you right now."

"So am I." Spider-Woman hugged May Parker into an embrace

"Wait." Richard said, looking back. "Where's the kid? Where's Miles Morales?"

"General Fury, sir! You need to get over here!" a SHIELD agent shouted as Fury and his Howling Commandos followed him, along with the loved ones of Peter Parker and Ganke

When they went where the agents everyone's eyes went wide with shock and horror at what they saw, Miles Morales and the Hobgoblin both on the ground as a med evac unit went toward Miles. Jessica and Richard rushed at Miles as they crouched over to his position, with Richard checking his pulse. May Parker was frozen at what she saw, the young man taking her nephew's mantle reminded her of seeing Peter die in front of him as the same applied for Mary Jane and Gwen.

"Wait here." Fury said looking at the others, with Ganke being the first trying to go with Fury backing him off

"Miles! Let me go! I need to-" Fury cut Miles' chubby friend off

"Wait here." he repeated in a direct and serious tone, glancing at Ganke while he walked over to Spider-Woman and the Spider clone Richard where Miles Morales laid. "Cap, Stark, with me."

"What's his pulse?" Cap asked. "Tony?" he said as Iron man scanned the young Spider-Man

"It's a faint pulse, but still strong though." Iron man answered. "He needs medical attention. And fast!"

"Gotcha." Fury glanced at the two SHIELD agents. "Get the kid to the Triskelion for a med evac, now!" he ordered, with Captain America crouching down to carry Miles until Richard stopped him

"I got him." he replied carrying Miles to the SHIELD transport helicopter as May Parker, Gwen, Ganke, Mary Jane and Spider-Woman went in with Richard. "Hang in there, kid."

End Flashback

Earth 616, Avengers Mansion. Manhatten, New York 12:25 p.m.

In the Avengers mansion training room, Miles and Ben continued their lesson as mentor and apprentice. Miles sent a roundhouse kick at Ben, who countered it using his arm while delivering a overhook toward Miles. He dodged and started off with a leg sweep as Ben evaded, grabbing Miles and tossed aside only for to land on his feet spider man style. At this Ben smirked at how his student countered his attacks which meant he was getting good with his training. Although, Ben couldn't help but feel something troubling at his apprentice as he motioned his hand to tell the lesson was done.

"Lesson over?" Miles asked as Ben nodded in reply. "Alright, then." he then noticed Ben glance at him. "What?"

"Something's troubling you." Ben stated

"I'm fine." Miles said hesistantly as Ben gently gripped his shoulder

"Miles, I know something on your mind..." Ben trailed off, still touching his shoulder. "What's on your mind, kid?"

"Back in my world, there was this goblin guy name Jason Macendale I fought." Miles stated sighing. "Me, Spider-Woman, Bombshell, Cloak and Dagger were planning on shutting down Roxxon's human experimentation. Then there was Scorpion, Venom, and there was him; Macendale. And I was frickin' terrified of this guy. He knew everything about everybody, especially me. He was watching me since the day I was born. I remember when he threatened to kill Mary Jane, Gwen, Ganke, and May Parker if I didn't fight him. And after I fought him and won, he said I would be the only one in my universe to survive. Looks like he was right."

"Or he would've been just a wack job." Ben replied. "Do you know why he wanted to fight you?"

"He said I was the only superhero worth fighting." Miles looked away for a moment, before looking back down with a angered look on his face. "Macendale tried to use my anger to fight him in his advantage. And when he said the one thing that pushed me over the edge, I wanted to kill him."

Ben narrowed his eyes in a stern and serious look. "What did he say to you to push you to the limit, Miles?"

"He said I was a failure. He said I'd fail everyone just like I failed my mother."

"Miles, you're not a failure. How you're faring now with the 'Way of the Spider' style, is showing some promise in your training." Ben stated. "The reason you're getting use to it, is because you're using controlled your anger. Just stick to that kind of peace with overcoming and holding off your anger and you'll do well in combat. Also..." he trailed off. "if there's any consolation, your mother would be proud of you now."

"Thanks, Ben." Miles thanked, with Miles glancing at his mentor. " Ben, can I ask you something?"

Ben looked at Miles with his mask pulled off. "Sure. What is it?"

"I looked up a little bit of information on you, the original Scarlet Spider. It was said that you fought alongside Spider-Man against the Green Goblin, but you died impaled by his glider." Miles stated with Ben showing a troubled but stern look. "So what I'm asking is, how are you still alive?"

Ben sighed rubbing his forehead. "Before I went to help Peter. I was captured by the Jackal, my creator who used Spider-Man's blood to make copies." Ben explained to Miles as he sat down on a bench. "It was me, Kaine, Spidercide and another who nearly died due to cell degradition until Jackal corrected that problem. He was the one that died in my place instead of me that night. Once I found out the clone died in my place, I escaped Jackal's laboratory and fled." Ben looked to see his apprentice paying attention to his revelation. "But when I did, I was met with by a old woman who called herself Madame Web."

"Madame Web?" Miles inquired in short confusion of not knowing who that was

"Apparently she could see visions and other spider-men in different dimensions. Even yours." Ben stated with Miles' eyes going wide

"My universe."

"Yes. But I found she died and another took her place. Julia Carpenter." Ben replied. "Anyway, her and a man name Ezekiel Sims placed me into a safehouse for me along with someone else who was bitten by the same spider that give Peter his powers."

"There was another one? Who was it? A he or a she?"

"It's a girl. I think her name was Cindy Moon... so what I've been told by Ezekiel." Ben said unsure. "I didn't know much about her, but Ezekiel kept her locked up and I don't where she is." Ben explained to Miles who had his hand on his chin. "What is it, Miles?"

"I remember hearing two voices when I was out before I met the Young Avengers." Miles stated. "Both of them were women's voices, but one of them sounded young. A woman in his mid or late twenties I think and the other was a old woman's voice. I think one of them could be-" Miles was cut off by a flapping sound of wings as him and Ben saw Wasp fly toward them.

"Spider, we got a problem!" she exclaimed

Ben got up from the bench and gazed at Wasp. "What is it, Jan?"

"Remember that girlfriend of yours, Black Cat?" she said as Ben closed his eyes, pinching the bridge of his nose. "Well, she's going at Spider-Man head on. They're fighting outside Parker Industries."

"Thanks, Jan." Ben quickly glance at Miles. "Come on, we got to stop this." he said as him and Miles grabbed their masks, leaving the Avengers mansion to stop things from escaluating between Black Cat and Spider-Man

Parker Industries. Manhatten, New York 12:35 p.m.

Outside the building of Parker Industries in Lower East Side New York, a furious Black Cat was fighting against the 'Superior' Spider-Man as he flicked a beacon with his wrist device. Superior opened up his makeshift talons as Black Cat used her reflexes to dodge the attacks of the clawed talons, with her releasing a kick toward Superior's chest. She extended her claw fingertips as she attempted to strike Superior only for him to grab her hand, slowly crushing her wrist with only one hand wincing in pain. She glared at the Superior Spider-Man with disdain and disgust as his spiderlings arrived to their leader's calling. She attempted to land a blow at Superior's head, only for his hand to catch her fist as he quickly grabbed her by the throat with Black Cat struggling to release Superior's grip.

"I warned you once to stand down, Black Cat." Superior said. "And this is the penalty you will receive." he raised his talons, balling his clawed fist preparing to deliver a blow to Black Cat until...

THWIP

Superior's hand was suddenly covered in web as two Spider men unknown while he released Black Cat, even to him landed on the ground on their feet with a black suited and red webbed pattern Spider-man carried Black Cat while another in a dark blue suit that had a red spider symbol and wore a black jacket. The blue suited Spider man had his brown hair exposed out of his narrow lensed spider man mask.

"What is this treachary? This shenengain? Who are you?" Superior demanded

"You should know who we are by now." the Spider said, folding his arms. "Or I could say who are you instead?"

"I know you are the troublemakers interfering with my personal affairs."

"That don't cut it, 'Superior' Spidey. What's going on with you and Black Cat?"

"After a encounter few nights I warned her if she ever convict any crimes or came at me in petty revenge," Superior paused staring at Black Cat. "I would pass judgement on her."

"I suggest you step away from her."

"You have no right to-" Superior was cut off by Spider

"I have every right. And if you're suppose to be a hero," Spider paused taking a step toward Superior. "Then you damn well better act like one and stop being a arrogant superior nutshell instead. Got it?" he replied growling, now making his way toward Tarantula carrying Black Cat. "Let's go."

"I can't believe you stood up to him like that. I don't remember him being a jerk that much either." Miles said, with him and Ben web slinging away from Superior and his spiderlings. They both leaped on a nearby rooftop, with Miles laying Black Cat down on the floor of the roof. "Is she alright?" he asked as both Ben and Miles crouched down facing Black Cat

"Cat? Cat, Cat." Spider said seeing Black Cat slowly opening her eyes noticing her lover the Spider and another spider man staring. "Are you alright? Did he hurt you?"

"I'm fine, Ben. Just let me give that tightass a piece of my mind." she replied with Ben grabbing her arm firmly. "Let go."

"What the hell were you thinking, Felicia?" Ben said half irritated and worried. "You can't just charge at him like that. You almost got yourself sent to prison again or worse!"

"I know, alright?!" she groused as Ben released his grip on her. "I couldn't just wait anymore. I needed to get payback so badly." Black Cat then stared at Miles. "Who's this? You have a sidekick now?"

Ben shook his head. "He's my apprentice, Felicia."

"Does this apprentice of yours have a name?" she asked glancing at Miles

"It's Tarantula." Miles answered as she slightly chuckled

"I mean your real name." she replied which caused Miles to not respond

"You can trust her." Ben reassured him as Miles sighed in relief

"Name's Miles." he said

"How old are you? Seventeen or eighteen?" Cat inquired as Miles nodded his head

"Pretty much." Miles answered shrugging

"I never thought you'd take in a sidekick." she chimed Ben with as Felicia side glanced at Miles

Ben sighed deeply. "Apprentice, Felicia."

Felicia chuckled. "Same thing, Spider."

"Anyway..." the Spider started, trailing off as he glanced at Miles. "I'm going to take Black Cat back to Avengers mansion. I take it you're going back to the Young Avengers?"

"Yeah."

"Alright then. I'll catch you later when I get the chance." Ben said as him and Felicia Hardy marked their destination for Avengers Mansion, while Miles headed back to the Young Avengers HQ

Young Avengers Hideout. Manhatten, New York 1:06 p.m.

Miles arrived inside Young Avenger hideout, where he spotted America Chavez taking a sip of water while he rubbed the sweat off her face with a white towel. He took his mask off while he grabbed a bottled water from the fridge as America suddenly glanced at him, eying him up and down while he took a sip of water. In a way America had to admit it, this handsome team member she was staring at was cute and what seem to be naïve. That's what she seemed to find attractive about him so far. America decided to make her way to Miles as she offered him a smile, with Miles smiling back in return.

"Hey, Ameri." Miles said

"Hi, Miles." she said. "So where did you go?"

"Just a training lesson with the Spider, that's all."

"That's good. So, can I ask you something?..." she asked trailing off hiding a blushed look on her face, with Miles nodding a yes. "I was wondering-" she is suddenly off when Lyra interrupted her

"Have you two Kate and the others?" she asked

"No, why? Did something come up, Lyra?" Miles replied as Lyra sighed

"Yes. I've been called by ARMOR to help up on a possible investigation." she stated

"ARMOR?" Miles and America said in unison

"It's acroynm stands for Alternate Reality Monitoring and Operational Response ageny." Lyra answered as Noh-Varr made his way to Miles, Lyra and America

"We can help you with that." America replied, folding her arms with a grin appearing on her face

"Are you sure you want to help?"

"Of course. You're an Avenger now."

"Thank you, friends. This means a lot. Now then..." Lyra trailed off making their way to the Noh-Varr's ship "Should we go?" she asked as she saw the grins of her fellow team mates and new friends


	5. Trouble back home

Issue 5: Trouble Back Home

the Hollow, ARMOR HQ. Unknown location. 2:40 p.m.

In the secret underground bunker of the Hollow, ARMOR's base of operation was beaming with people rushing to get to their stations as they were on red alert. All Miles saw were men and women in black outfit with a crosshair emblem on their shoulder and left side of their chest, noting the difference between this branch and SHIELD. Noh-Varr and Lyra had explained to Miles about the different agencies of this universe. SHIELD dealt with global threats and wore blue, while SWORD dealt with operatives in space and extraterrestrial activity. The story about ARMOR it was being lead by Charles Little Sky, a superhuman name Portal who had the ability to well, create interdimensional portals. Long story short, he became in charge of ARMOR which deals in extradimensional and alternate reality business. Miles and the others saw the man in charge himself, talking a barbarian type hulk look-a-like along with a blonde haired man. He had scars on his left eye aside from his blue eyes along with a robotic arm on his right, wearing a black outfit with yellow shoulders, kneepads, and a glowing s on his chest. Lyra had mentioned to Miles before that she has a half brother name Skaar which was half gamma irradiated and half Shadow people. The Shadow people had to ability to use the Old Power, an artifical form of the Power Cosmic. But there was one other detail about the Oldstrong Power, it was highly unstable. Her other half brother and half twin brother of Skarr, Hiro-Kala planned to destroy in order to obilerate the source of Old Power. Director Little Sky glanced over as he saw Lyra and three members of the Young Avengers walk by

"Lyra, it's great that you came by." Director Little Sky glanced at her team mates. "And I see you brought help. Welcome to ARMOR."

"You summoned me?" she inquired

"Yes." Director Little Sky answered, motioning a ARMOR agent to bring up the display for the group. "We picked up a signal in one of the dimensions. The one where the signal appeared strong in was Earth 8009. Lyra, it's your home."

"What?" Lyra gasped in shock, with her eyes widened. "How is this possible?"

"We don't know." Portal stated. "But it has the same Old Power signature just like Skaar's, only different."

"An Old Power signature? In my dimension?" she said in a confused tone. "But how did it get there?"

"We don't know." Director Little Sky with both of his hands behind his back like a professial chain of command. "That's why I'm sending you and your friends there with some help."

"Us. Plus Skaar and," Noh-varr paused as he glanced at the blonde haired man. "Who are you?"

"Bill Turner, friend of the late Sentry." Turner said, glancing down at his own outfit. "Apparently, the new Sentry. And it isn't just us." the new Sentry stated pointing behind the Young Avengers

Miles and the three teen avengers turned around and saw four people approach them, leaving three of them to be humanoid. The first was a human woman wearing a black leather jacket with a underneath and black pants. The second was a pink skinned woman wearing a one piece outfit with grey highlight insets, having black neck-length hair and red eyes. The third was a female insectoid reminded Noh-varr of the brood, leading the female insectoid being to be an actual brood. And the fourth was a tall head rock-like humanoid, with three fingers on each hand wearing a harness and shoulder armor along with a barbarian kilt not similar of Skarr's design. They were Kate Waynesboro, Elloe Kaifi, Korg of Kornia and the brood No-Name of the Warbound.

"You called the Warbound?" Skaar said to Director Little Sky showing a narrow glance on his face

"Yes, I did. You and them know the Old Power better than Lyra's team." he replied, now leading the others to a circular machine activating a wormhole. "The mission objective is simple: Find the source and defuse whatever solution it causes. And since this is Lyra's dimension, defuse the war between on that dimension is your secondary objective. Locating the source is your top priority." Portal stated as the wormhole was ready. "Good luck and godspeed." he concluded as the four Young Avengers, Warbound including Skaar and Sentry were pulled in through the wormhole

Destroyed capital city of Milago. Earth 8009, 9:13 p.m.

SSSHHHIIISSSSSS

WWWWHOOOOOSSHHHHH

THOOM

A sudden bright light was shown above the sky, revealing to be a searing comet crashing down at the abandoned headquarters of the United Sisterhood Republic. The comet revealed the four members of the Young Avengers Tarantula, Jade, Miss America and Marvel boy along with the Warbound. Skaar and Billy Turner, former Scout now new Sentry landed outside the HQ of the United Sisterhood Republic. Miles helped a downed Lyra up off the floor, seeing her eyes suddenly widened at where they landed. The entire hall looked deserted, with no sign of anyone inside the HQ of the USR.

"Lyra, what's wrong? Do you know this place?" Miles asked Lyra looking around at what was in front of him

"It's the headquarters for the United Sisterhood Republic." she stated. "This means we're in Milago!" Lyra ran out the building with Miles following behind her

"Lyra, slow down!" he exclaimed. "Lyra... oh my god." Miles stopped to see Lyra stare at the destroyed capital city of the United Sisterhood Republic. The entire city had become a ghost town, with destroyed ruins in rubble and streets deserted

"My home. What has happened?" Lyra said kneeling down on her knees with tears in her eyes as Miles touching her shoulder. "What happened to my home?"

"Lyra, we need to-" Miles is cut off when his spider sense rang inside his head. "Move!"

FABOOM

Miles and Lyra took cover as a missle impacted where they once were, sending both of them flying toward a cracked wall as it collapsed. Then suddenly, an entire army of armored soldiers with green skin and long blonde hair approaching, wielding energy weapons step forward. But behind them was a 15 ft humanoid creature with glowing emissive eyes, grey skin, three fingers along with two toes on each foot. It leaped toward Miles and Lyra, only for Skaar to impale his sword at the creature's jaw while Sentry sent a uppercut toward its chin as it fell to the ground. Kate Waynesboro with her use of the Old Power leaped up, crashing down in a ground shattering blow that sent the soldiers flying back.

ZZAAPPPTTTT

ZZZAAPPPPTTTTT

WHACK

SMACK

THWIP

The platoon of green skinned and blonde haired soldiers started firing the Young Avengers, Skaar and the Warbound as Miles avoided the blasts while Lyra blocked the incoming fire as Noh-Varr shot back. Tarantula jabbed two soldiers to the chest and stomach, along with sending out a barrage of kicks at three other soldiers along with a couple of hooks across their faces. Along the way, Miles webbed a soldier's face as he tossed him around while he inflicted damage on every soldiers. Tarantula tossed the soldiers, crashing toward a window to a building left of him as Korg slammed his fists at the incoming soldiers firing on him, throwing one of them at the soldiers firing. Elloe impaled the enemy soldiers using her spear as blood gushed out of their mouths while No-Name tackled a couple of them from behind with Miss America sent a few soldiers flying back with strong jabs.

Miles spider sense blared in his head, only for a giant hand to swat him like a fly as he was sent flying toward Korg and No-Name. Miles glanced up and saw the blow came from the 15 ft tall behemoth Skaar and Sentry were fighting, while Lyra and Elloe helped them off the ground. Noh-Varr started firing at the strange behemoth to get its attention as it ran toward him, only for it to receive a venom-strike from Tarantula leaving it falling to the ground paralyzed and stunned after Miss America and Lyra jabbed it from behind its back. Everyone took a breather after they dealt with the behemoth and green skinned blonde haired soldiers, with Lyra using Boudicca to scan the soldiers and behemoth creature.

"How is this possible?" Lyra said in disbelief while kneeling down the behemoth

"What is it?" Miles stared at Lyra's wrist device called Boudicca

"These soldiers are K'aitains, wielding advanced weaponary. And that beast..." her wrist device known as Boudicca said, trailing off glancing at the unconscious behemoth. "Has signatures similair to the Old Power." Lyra stated as Skaar and Kate Waynesboro were now kneeling beside her, feeling the energy of the Old Power inside the behemoth

"You're right." Kate Oldstrong said, now glancing at Skaar. "You feel it too don't you, Skaar?"

"I do." Skaar glanced at the K'aitain solcdiers, then back at the Old Power behemoth. "The question is: Why does this creature have traces of the Old Power within it, and why are these K'aitains here in Lyra's dimension."

"Did you and the Hulks helped them once, Korg? On K'ai." Elloe stated as Korg of Korna nodded his head in reply

"K'ai?" Sentry said, with Miles and the others glancing at Skaar. "Isn't that where your brother tried to destroy the Old Power on Earth using K'ai as a metoer?"

"The same." Skaar replied. "And if this is him-" Skaar was cut off when he and the others heard clicking behind them, turning around as they saw warriors of the United Sisterhood Republic and surprisingly tribals of the Overmen surrounding them. "Well, isn't this great." he growled, with sarcasm and annoyance in his voice

"Uh, Lyra..." Miles trailed off glancing at her

"Stand down!" a demanding feminine voice shouting leaving the female warriors, along with the men to lower their weapons which surprised Lyra as a brown haired and dark tan skinned woman wearing light armor approached her. "Well, well. If it isn't my prized pupil." she said with a grin crossing her face with Lyra's eyes widened with shock and surprise

"Heyla!" she exclaimed as she hugged her old mentor. "It's good to see you again, but what has happened to Milago and why are the Overmen with the sisterhood?"

"I'll explain later, my student. For now, we need to move before more come here." Heyla stated as her along with the Sisterhood and Overmen remnents escorted Lyra and the others away from the scene, heading for their base of operations.

City Hall, Milago 10:27 p.m.

The sisterhood and Overmen forces lead by Lyra's teacher Heyla escorted the heroes to Milago's city hall, with guards on watch surrounding the building. Once they step inside, Miles and the others except for Heyla and her squadron spotted civilains staring at him, the Warbound, his team mates including the current Sentry Billy Turner. But their eyes seem to focus on the four Young Avengers along with the Warbound and Sentry. They heard fighters and non-fighters clamoring, specifically about Lyra as they entered a office room. Inside was a brown haired man with long hair and brown eyes, 6' ft tall wearing a golden armor harness underneath a black outfit carrying a shield resembling a lightning bolt. He also had a quiver of javelin spears shaped like lightning bolts, with a sword shealthed on his belt. The other was a 7 feet tall woman with red hair and green eyes, striking a incredible resemblance to Lyra except without the green skin. Both of them had the same type of clothing in their outfits, only that the red-headed woman wore both sleeves while Lyra only wore one. The woman was Lyra's mother, Thundra the warrior woman and ruler of Polemachus with her husband and consort Arkon at her side.

Lyra blinked in surprise seeing her mother. "Mother?"

"Lyra, my daughter..." Thundra walked up and hugged her daughter. "It is good that you came."

"Mother, why are you here?" Lyra paused and threw a glance at Arkon. "And who is this?"

"This is my consort," Thundra lowered her head. "We are engaged, daughter."

"Engaged?" Lyra inquired, holding down suprresed irritation and anger

"I heard about this guy. The Avengers crossed paths with him out a couple of times on Earth." Noh-Varr stated, slightly glancing at Arkon

"So, now you're engaged?" Lyra shook her head in irritation. "You didn't bother to tell me where you were, instead you moved on in becoming a queen to a alien world?"

"Excuse me, I don't mean to be interrupting or anything..." everyone then glanced at Miles as all eyes were on him. "But what's going on? Does this have something to do with what's happening in Milago?"

Thundra looked away, now staring at the broken window, showing the statue of her ancestor Superia. "Six weeks ago, both sides of the United Sisterhood Republic and the Overmen were suddenly attacked. At first we thought one of the factions, but it didn't. Instead it came from a new enemy, one we didn't know of. Or should have."

"Wait, what do you mean by 'Should have'?" Lyra narrowed her eyes at her mother

"It was the Gynosure, she is responsible for this." Thundra answered as Lyra punched a hole in the wall after hearing the Gynosure's presence known

"She will pay for this." she declared sternly, with her knuckle bruised because of her weakness using anger

"It doesn't make sense." Korg said. "Why would the K'aitains attack and why would they follow her?"

"That behemoth, the monster we fought had traces of the Old Power." Sentry stated, looking back at Skaar and Kate Oldstrong. "Is it possible for a source of the Old Power to be here in Milago?"

"Seems likely." Kate Oldstrong with her glancing at Thundra and Arkon. "Do you know where the source of the Old Power is coming from?"

Arkon went up and brought up a holographic display in front of the other. "We do. It's coming from inside the statue of Superia. Heavy defenses seem to be all over that area."

"Good. We could go there now, find the source and take care of it." America stated

"I'm afraid you cannot." Akron implied. "It's heavily fortified. Sneaking inside will be difficult as the monument has heavy security."

"So how are we going to get in their fortress?" Noh-Varr asked

Arkon folded his arms showing a smirk cross his face. "We're leading a strike there tomorrow. We've dealt with any forces they left in the city, including the one platoon you took care of recently." he concluded, shuting off the display with Thundra gazing at them

"We heading there tomorrow morning to strike." she stated. "I suggest you all get your rest for the coming battle." Thundra glanced at her daughter Lyra. "Even you must rest, my daughter."

Lyra scoffed. "Sure."

"Lyra..." Thundra trailed off to see her daughter left the room, leaving the warrior woman to look away seeing her daughter leave

"I'll go talk to her." Miles said as he ran out the room toward Lyra. "Lyra, Lyra! Hey, slow down." he gently touched her on the shoulder. "Are you alright?"

"I'm fine, Miles." she replied removing his hand off her shoulder. "There's nothing wrong."

"I don't believe that." Miles walked an inch closer, now staring at her green orbs with his brown eyes. "What's going on with you and your mother?"

Lyra sighed leaning on a wall. "At one point, my mother helped Red Hulk escape and betrayed Jennifer Walters."

"If I remembered right, the Red Hulk was Thunderbolt Ross at the time." Miles saw Lyra nod her head in answer. "Do you have any idea why your mother would do what she did at that time?"

"No, I don't." she replied as Lyra gazed at Miles. "And now I see her with someone else. I wonder if she ever cared about me."

"I'm sure she does. She just showed it back there." he stated, placing his hand on her arms gently. "You only have one mother, Lyra. And sometimes not for that long." Miles looked away, remembering the pained memory of losing her mother back in his universe. "You don't want to lose your own only mother."

"What are you talking about..." Lyra trailed off, remembering what Prodigy telling her about Miles' life on his universe, slightly looking away. "Oh. I'm sorry."

"It's alright. You didn't know." Miles replied. "What I'm saying is, you don't want to keep hating your mother. Especially if you regret it if you don't see her again."

"You're... you're right, I don't want to lose her. Even though she's made mistakes, she's still my mother." Lyra said as she embraced him with a hug, leaving Miles a little surprise while she released her embrace. "Thank you." she then went back to the office room to talk with her mother as everyone else decided to rest

Superia Memorial Island, Milago 8:13 a.m.

Outside of the Superia statue, the combined forces of the United Sisterhood Republic and Overmen tribal warriors fought back on the monument as K'aitains occupied the front lines. Meanwhile the heroes were above in the ground by a aircraft as they leaped down at Superia's hand as Tarantula swung straight ahead with Kate Oldstrong and Elloe on his back, hanging on him in their arms. They made their way inside while the rest of the K'aitians were laying out heavy fire on their enemies as Miles knocked the remaining guards using his venom-strike and camouflage, with the rest of the heroes following Skaar and Lyra to the source of the Old Power signature. They traced the location to a room left of them, covered by a metal door.

SMAASSSHHHH

Skaar and Lyra knocked the door open as it fall to the ground, with the heroes stepping inside. The surroundings showed a dark skinned woman, wearing purple armor with grey fur brushed on her belt. The crown on her spoke of demanding loyalthy as traces of Old Power were being delivered to her, with the source of the Old Power signature being revealed inside a circular machine. Once the contraption reveal the source, everyone including the son of Hulk's eyes suddenly went wide with the source being an imprisoned Hiro-Kala. Skaar knew his brother possessed the Old Power just like him and at one point the Power Cosmic to form the New Power, but seeing him now all weakened and drained he felt a pain of suffering for Hiro-Kala. The Gynosure herself got up from her throne, throwing a devious smirk at Lyra and the other heroes.

"Well, well, isn't this a surprise." she cackled, staring at Lyra and Skaar. "The Hulk's precious children. Tell me, why have you come here? To accept your fate?"

"I came here to save my home from your tyranny!" she snarled only to hear the Gynosure laughing at her answer

"Insolent girl. Do you really think you and your allies can defeat me?" the Gynosure said, boasting in sheer pride as her eyes glowed with the Old Power coursing within the conquering ruler. "I have the New Power in my possession. I could make short work of all you weaklings."

"You talk to much..." Skaar trailed off, bringing up his sharpened greatsword as he dashed toward the Gynosure using his hulk strength and Old Power. "BITCH!" he yelled as he struck his blade at the Gynosure, only for her to block it using her gauntlet along with the strength of the New Power

"Barbariac as your savage father, even now." the Gynosure said gloating as she jumped to strike, with Skaar showing a sudden smirk

"Gotcha." he started as he struck his blade at her stomach, seeing his sword pierce her as she glared at Skaar. "This is how us hulks fight." Skaar smirked as her sister Lyra sent a hook across the Gynosure's face, sending her flying back to a wall. Skaar got up from the floor and glanced at Miles, America, Noh-Varr, No-Name and Elloe. "Elloe, find a way to get Hiro-Kala out of that machine. You four help her out." Skaar said as Lyra charged the Gynosure out of the wall as they fell down below, with Skaar glancing at Korg, Kate Oldstrong, and Sentry. "You three with me." he declared as they went down to help Lyra face against the Gynosure, leaving No-Name to pounce at the incoming guards while Noh-Varr shoot down the rest.

"How do we get him out?" America asked Miles while he went toward a terminal to find out how to break Hiro-Kala free from his mechanical prison

"This terminal should help. Cover me!" he said as America sent K'aitain soldiers flying with a barrage of punches, while Elloe knocked a few more with her spear

ZZZAAAAPPPPPTTTTTT

ZZZAAAPPPPPTTTTTT

SLLLTTTT

KTANG

Marvel Boy blasted a whole squad using his Kree Energy pistols, using one of the soldiers plated shields as cover. A K'aitain soldier charged at Elloe with her shield as the Sakaaran Imperial slided the sword using the spear, bashing the bottom of her spear across his face. No-Name pounced upon another soldier, lifting the soldier off her feet as she was sent flying toward a crowd.

"The hell with this." America groused, sucking the K'aitans inside while they reached the end of the portal only to land on water. "There." she said making her way toward Miles who was still on the terminal. "Can you get him out?"

"I could. But once I do, the life support system keeping him alive will shut down." he stated, gazing at America

"Do it." said a voice, which turned out to be Hiro-Kali. "Shut it down. I'm still strong enough to deal with the Gynosure."

"You sure about that?" Miles asked Hiro-Kala as he nodded in answer, with Miles shutting the containment machine as the brother of Skaar stood up regaining little strength he had. "Think you can take her on in your condition?"

"I can." the worldbreaker said as he used his Old Power to dash through the wall, straight down to face his jailor

"Let's give them a hand." Miles declared as him, America and Noh-Varr jumped in to lend a hand against the Gynosure, with Elloe holding on to America while Noh-Varr was being lifted by No-Name the Brood

While outside Superia island, Kate Oldstrong was sent flying in the air as Sentry caught her bridal-style. Skaar made out a striking force using his blade, only for the Gynosure to counter with a palm-strike that sent him crashing into the 50 ft statue of Superia while Lyra made blows to the gut and face. The Gynosure caught her fist and twisted her arm as she kicked Lyra in the gut, grabbing her throat using her hand. Luckily, Miles used his venom-strike on the Gynosure's arm while he remained invisible and caught Lyra bridal-style while Noh-Varr blasted her in the chest. Gynosure used the New Power to sent the others flying back toward a few trees as she made her toward him, showing an enraged expression on her face.

"You have intervene far enough!" she shouted as someone grabbed her from behind and pressed their thumb on her face, with both of her arms behind her back. She looked up and saw her attacker to be Hiro-Kala, who narrowed his eyes as he glared at the Gynosure.

"I'm taking back what's mine." he declared as he take away the Old Power from the Gynosure, removing her grip of the Old Power

"What now? Are you going to deliver the final blow?" she retorted as Hiro-Kala nodded a 'no' being his answer

"But she will." he replied as Lyra landed a punch directly across her face, with Thundra and her husband Arkon making their way toward the heroes.

"It is over." she said, now glancing at the heroes even Hiro-Kali. "You saved the city. On both sides. Now, all there is to do is decide the Gynosure's fate."

"I have the answer to that." Hiro-Kala stated as the Worldmind of this dimension surrounded the Gynosure in stone, leaving her trapped inside. "The Worldmind will keep her here, leaving this place as her prison. And I already sent the K'aitains back to their world, letting them know their mistress is defeated. I'll be going with them."

"I have a better option." Arkon suggested glancing at Hiro-Kala. "We could let Hiro-Kala take care of things here. Let him rule with a queen at his side."

"This is your chance of redemption, brother." Skaar said. "Do not squander it." he told Hiro-Kala seeing him nod in reply

"That's true. He helped us in the fight against the Gynosure." Lyra paused and took a quick glance at her mother Thundra. "But what do you think of this, mother?"

"Arkon's decision is sound." Thundra glanced at twin brother of Skaar. "He can take the title of leadership of both people, should Hiro-Kala accept." she said

"I do." Hiro-Kali answered. "I will spread the truth."

"Good." Arkon turned his attention to the heroes. "Now then, I should be heading back to my homeworld. The time for celebration will begin."

Royal palace, new home of the Warbound. Sakaar Empire, Milago 8:15 p.m.

The four Young Avengers and Warbound stood beside Hiro-Kala, the king of Superia and Ultimos. Both factions and the K'aitain people formed into one over their king. With Hiro-Kala was his queen Delia, daughter of Heyla and first friend to Lyra.

"This day, we have triumph against the Gynosure. We have foil her plan and won back our freedom." Hiro-Kala and Delia took a step forward as they stared at the crowd. "My people, I welcome you to our new world order. I welcome you to our Freedom!" he shouted as the people cheered him on while Thundra look to her daughter

"And what of you, daughter?" Thundra said to Lyra. "Will you stay here?"

Lyra took a glance at her friends and team mates, the Young Avengers. "No, I will not." she made her way beside Miles and the others. "My place is with my friends."

Thundra smiled. "I see. It was good seeing you... Lyra." she finished as she hugged her daughter, whose eyes were wide when she heard her mother say her name while she closed her eyes and smiled.

"And you as well, mother." Lyra said back as her mother and Arkon went back to Polemachus through a portal. She looked back at Miles and everyone as she showed a smirk while she wiped out a tear in her eye.

"Lyra, is this what you want?" Miles asked. "You could stay here if you want."

"This is what I want." Lyra replied. Let's go home." she said with Kate Oldstrong opening up a portal using a small device, with the heroes heading back home as the people of both the Sakaaran Imperial Council cheering for their new ruler of peace and justice.


End file.
